FOURTH AMENDMENT TO EXCLUSIVE NEGOTIATING AGREEMENT (Coliseum City) This Fourth Amendment to the Exclusive Negotiating Agreement (the “Fourth Amendment”) by and between the City of Oakland (the “City"), a municipal corporation, on one hand, and JRDV Architects Inc., a California Corporation, HKS Architects, Inc., a Texas Corporation, and Bay Investment Group, LLC, a Delaware limited liability company (collectively, “ENA Team”), on the other hand, is hereby entered into as of this 21* day of October, 2014. RECITALS A. Asauthorized by City Council Resolution No. 83746 C.M.S., adopted on Mareh 6, 2012, the City and JRDV Architects, Inc., HKS Architects, Inc., and Forest City Real Estate Services, LLC, as “Developer,” entered into an Exclusive Negotiating Agreement (the “ENA") as of March 12, 2012, regarding development of a sports and entertainment-based mixed-use transit-oriented development on certain property described in the ENA. B. Section 1.1 of the ENA initially established the length of the negotiations period to be for a term of twelve (12) months, expiring on March 6, 2013 (the “Negotiation Period”). ‘The end of the Negotiation Period was subsequently extended to September 6, 2013, October 21, 2013, and October 21, 2014, by ENA amendments, C. City Council Resolution No. 84666 C.M.S., adopted on October 15, 2013, authorized an administrative extension to the Negotiation Period by an additional six months past the October 21, 2014, termination date, and approved adding Bay Investment Group, LLC (“Bay 1G”) in place of Forest City Real Estate Services, LLC, as a member of the development team. Section | of the Third Amendment to the ENA authorizes the City Administrator in his or her sole and absolute discretion to extend the Negotiation Period for up to six additional months, provided that the development team has made acceptable progress, submitted the required deliverables, and provided evidence that the project is feasible. D. ‘The ENA Team has entered into a Letter Agreement between New City Development, LLC and the ENA Team (the “Letter Agreement”) concerning development of the Project. New City Development, LLC (“New City Development’) is a Delaware limited liability company. The Letter Agreement provides that New City Development shall exclusively represent the ENA Team and, as to the parties to the Letter Agreement, exclusively control negotiations with the Oakland Raiders (“Raiders”), the Oakland Athletics, the City, the County of Alameda (“County”), and other public and private parties as required to enter into a Disposition and Development Agreement, and undertake certain tasks in pursuit of the Project. E, The Raiders and New City Development are discussing the development of a new stadium for the Raiders (the “New Raiders Stadium”) as part of the first phase of the Project. ‘The ENA Team expects that New City Development will (a) fund, or arrange for debt and equity funding, of the development of the New Raiders Stadium in an estimated amount of '$950,000,000 and related parking facilities in an estimated amount of $10,000,000, and(b) cause the infrastructure for the New Raiders Stadium and related parking facilities to be developed. NOW, THEREFORE, the City and the ENA Team mutually agree as follows: 1, The Negotiation Period under the ENA is hereby extended to run until January 21, 2015 (the “Fourth ENA Extension Period”), subject to the following terms and conditions: (a) Not later than November 21, 2014, New City Development, on behalf of, the ENA Team, shall: (Submit documents, or make documents available to City staff or consultants for inspection, (1) evidencing New City Development's status as a limited liabil company, and the legal status of its members, including operating agreement, certificates of formation, proof of good legal standing, and other formation documents, and (2) verifying to the City’s reasonable satisfaction the availability of liquid capital assets sufficient to pursue development of the New Raiders Stadium and related parking facilities, as well as other components of the first phase of the Project. (The parties understand that any commitment of capital assets to the Project by New City Development will be contingent on executing binding agreements with the City and the County and one or more sports teams); and (ii) Submit a final version of the contracting plan described in Section 2.17 of the Third Amendment to the ENA. (b) Not later than December 22, 2014, New City Development, on behalf of the ENA Team, shall: (i) Submit documents in a form reasonably acceptable to the City making New City Development the sole manager of the entity that will negotiate the Project transaction; i) Identify and submit to the City for approval a proposed master developer (other than Bay IG) for the Project. The master developer must be a nationally- recognized firm or firms with the requisite development experience to develop the Project as currently contemplated, including the New Raiders Stadium, and will be subject to the approval of the National Football League and the Raiders; Gili) Submit a binding agreement between the Raiders and New City Development that sets forth the structure of relationships between the parties for development of the New Raiders Stadium, and provides for expected commitments of financing for development of the New Raiders Stadium and related parking facilities; (iv) Submit a final version of the public benefits analysis described in Section 2.15 of the Third Amendment to the ENA; and (¥) Submit final version of the Investor Business Case described in Sections 2.9 and 2.12 of the Third Amendment to the ENA. Preparation of the Investor Business 2Case should be done in consultation and coor equity investors for the Project. tation with New City Development and other (© During the Fourth ENA Extension Period, the ENA Team must maintain the participation by New City Development in the Project. New City Development shall exclusively represent the ENA Team and exclusively control negotiations on behalf of the ENA ‘Team with the Raiders, the Oakland Athletics, the City, the County , and other public and private parties as required to enter into a Disposition and Development Agreement or Lease Disposition and Development Agreement for the Project, and as otherwise required to pursue the Project. ‘The ENA Team understands that the City is relying on such participation in granting this extension. 2. Early in the Fourth ENA Extension Period, the City anticipates commencing negotiations with New City Development over a Disposition and Development Agreement or Lease Disposition and Development Agreement, as well as other documents, concerning, properties currently owned in whole or in part by the City that are needed for the Project, as well as other aspects of Project development. ‘These negotiations shall involve the County, as well as other stakeholder public agencies and private entities, per Section 2.11 of the Third Amendment to the ENA. 3. _ The City reserves the right to terminate the ENA pursuant to Section 8 of the ENA and/or Section 12 of the Third Amendment to the ENA should any of the above terms and conditions not be met. 4. Allother provisions of the ENA as amended not modified by this Fourth ‘Amendment shall remain in full force and effect. 5. This Fourth Amendment may be signed in multiple counterparts, which when fully signed by all the parties hereto, shall constitute a binding agreement. [SIGNATURES ON NEXT PAGE]IN WITNESS WHEREOF, the City and the ENA Team have executed this Fourth Amendment as of the date first above written. “cerry” CITY OF QAKLAND, a municipal corporation, By: ity Adhinistrétor amoaae el By: iy Attorhey “ENA TEAM” BAY INVESTMENT GROUP, LLC, a Delaware Limited Company By: Hayall Holdings, a British Virgin Islands company Its: Managing Member By: Rashid Al-Malik Its: Managing Member JRDV ARCHITECTS, INC., a California Corporation By: Edward MeFarlan Its: Principal HKS ARCHITECTS, INC., a Texas Corporation By: John Hutchings Its: PrincipalIN WITNESS WHEREOF, the City and the ENA Team have executed this Fourth Amendment as of the date first above written, city” CITY OF OAKLAND, a municipal corporation By: _________ City Administra Approved as to form and legality: By: Deputy City Attomey “ENA TEAM” BAY INVESTMENT GROUP, LLC, a Delaware imited Liability Company By: HayaH Holdings, a British Virgin Islands company Its: Managing Member By: Rashid A-Malik ts; Managing Member JRDV ARCHITECTS, INC,, a California Corporation ———— Edward MeFarlan Its: Principal HKS ARCHITECTS, '» a Texas Corporation By: Tohn Hutchings Its: PrincipalIN WITNESS WHEREOF, the Ci Amendment as of the date first above and the ENA Team have executed this Fourth “city” CITY OF OAKLAND, a municipal corporation By: City Administrator Approved as to form and legality By: Deputy City Attomey “ENA TEAM” BAY INVESTMENT GROUP, LLC, a Delaware Limited Liability Company By: HayaH Holdings, a British Virgin Islands company Its: Managing Member By: Rashid Al-Maalik Its: Managing Member JRDV ARCHITECTS, INC., a California Corporation By: aw Edward MoFarlan Its: Principal HKS ARCHITECTS, INC., a Texas Corporation By: John Hutchings Its: PrincipalIN WITNESS WHEREOF, the City and the ENA Team have executed this Fourth ‘Amendment as of the date first above written, scrry” CITY OF OAKLAND, a municipal corporation By: City Administrator ‘Approved as to form and legality: By: Deputy City Attomey “ENA TEAM” BAY INVESTMENT GROUP, LLC, a Delaware Limited Liability Company By: Hayal Holdings, a British Virgin Islands company Its: Managing Member By: Rashid A-Malik ts: Managing Member JRDV ARCHITECTS, INC., a C: rnia Corporation Edward MeFarlan lis: PrincipalThese conditions are acceptable NEW CITY DEVELOPMENT, LLC, a Delaware limited liability company By: eel L. Ky be Floyd Kephare lis: Manager