KOTTINGER GARDENS PHASE 1 - AFFORDABLE HOUSING LOAN AGMT

Exhibit B: Form of Promissory Note SECURED PROMISSORY NOTE (Kottinger Gardens—Phase I) $12,940,486 Pleasanton, California Plus accrued interest March 1, 2016 FOR VALUE RECEIVED, Kottinger Gardens Phase 1 Associates, L.P., a California limited partnership("Borrower"), promises to pay to the City of Pleasanton, a municipal corporation (the"City"), in lawful money of the United States of America: (a) the principal sum of Twelve Million, Nine Hundred Forty Thousand, Four Hundred Eighty-Six Dollars ($12,940,486)or so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below,together with interest on the outstanding principal balance in accordance with the terms and conditions described herein, and (b)the sum of Twenty-Eight Thousand, Six Hundred Forty-Eight and 81/100 Dollars($28,648.81)which is equal to the interest accrued under the Prior Note (defined below)as of the date of this Note. Interest shall accrue on the principal balance of this Note outstanding from time to time at the rate of Three percent(3%)simple annual interest. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. This Secured Promissory Note (this"Note") has been executed and delivered pursuant to and in accordance with an Affordable Housing Loan Agreement, dated as of the date hereof, executed by and between City and Borrower(the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement, which is by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. The principal balance of this Note reflects Borrower's assumption of the obligation to repay certain funds disbursed for the Project pursuant to that certain Predevelopment Promissory Note in the original principal amount of Two Million, Eight Hundred Thousand Dollars ($2,800,000), dated as of November 22, 2013 and executed by Borrower's predecessor in interest, MidPen Housing Corporation, a California nonprofit public benefit corporation ("MidPen"), for the benefit of City (the "Prior Note"). Pursuant to an Assignment, Assumption and Modification Agreement executed by and among MidPen, Borrower, and the City, Borrower assumed MidPen's obligation to repay the sum of Two Million, Six Hundred Twenty-Seven Thousand, Nine Hundred and Fifteen and 86/100 Dollars ($2,627,915.86) (the "Assumed Prior Note Balance")and the interest accrued thereon. As of the date of this Note, the Prior Note has been amended to deduct the Assumed Prior Note Balance from the stated principal amount of the Prior Note. The original principal amount of this Note is equal to the sum of: (a)the Assumed Prior Note Balance, and (b) Ten Million, Three Hundred Twelve Thousand, Five Hundred Seventy and 14/100 Dollars($10,312,570.14), which is equal to the amount of additional funds to be disbursed to Borrower pursuant to the Loan Agreement. OAK/14829-4624-9261 v6