West Orange Township_Fourth Round HEFSP_Final Draft

14.8 Modification of Agreement. No modification, waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing, duly authorized, and signed by the Redeveloper and the Township. 14.9 Notices. A notice, demand or other communication required to be given under this Redevelopment Agreement by any Party to the other (the “Notice”) shall be in writing and shall be sufficiently given or delivered if dispatched by United States Registered or Certified Mail, postage prepaid and return receipt requested, or delivered by overnight courier or delivered personally (with receipt acknowledged), or by facsimile transmission (with receipt acknowledged) to the parties at their respective addresses set forth herein, or at such other address or addresses with respect to the parties or their counsel as any party may, from time to time, designate in writing and forward to the others as provided in this Section. As to the Township: Township of West Orange 66 Main Street West Orange, New Jersey 07052-5313 ATTN: Mayor Robert D. Parisi and John Sayers, Business Administrator With copies to: Richard Trenk, Esq. McManimon, Scotland & Baumann, LLC 75 Livingston Avenue Roseland, New Jersey 07068 As to the Redeveloper: Green Essex Partners Urban Renewal, LLC c/o BNE Real Estate Group 16 Microlab Road, Suite A Livingston, New Jersey 07039 With a copy to: Francis X. Regan, Esq. DeCotiis, FitzPatrick, Cole & Giblin, LLP 61 South Paramus Road Paramus, New Jersey 07652 From time to time either party may designate a different person or address for all the purposes of this Notice provision by giving the other party no less than ten (10) days’ notice in advance of such change of address in accordance with the provisions hereof. Notices shall be effective upon receipt or rejection of delivery by the addressee. 45 4839-2360-2911, v. 3

14.10 Titles of Articles and Sections. The titles of the several Articles and Sections of this Redevelopment Agreement, as set forth in the Table of Contents or at the heads of said Articles and Sections, are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 14.11 Severability. The validity of any Articles and Section, clause or provision of this Redevelopment Agreement shall not affect the validity of the remaining Articles and Section, clauses or provisions hereof. 14.12 Successors Bound. This Redevelopment Agreement shall be binding upon the respective parties hereto and their permitted successors and assigns. 14.13 Governing Law; Jurisdiction and Venue; Jury Trial Waiver. This Redevelopment Agreement shall be governed by and construed and enforced pursuant to the laws of the State of New Jersey, without regard to its conflict of laws principles. Any action hereunder shall be brought exclusively in a court of the State of New Jersey or in a United States Court having jurisdiction in the District of New Jersey, in either case sitting in Essex County, New Jersey, and Redeveloper hereby waives all objections to such venue. Redeveloper, Guarantor and the Township, for themselves and their successors and assigns, hereby waive trial by jury in any action arising out of or in connection with this agreement. 14.14 Counterparts. This Redevelopment Agreement may be executed in counterparts. All such counterparts shall be deemed to be originals and together shall constitute but one and the same instrument. 14.15 Exhibits. Any and all Exhibits annexed to this Redevelopment Agreement are hereby made a part of this Redevelopment Agreement by this reference thereto. 14.16 Entire Agreement. This Redevelopment Agreement constitutes the entire Redevelopment Agreement between the parties hereto and supersedes all prior oral and written agreements between the parties with respect to the subject matter hereof. 14.17 Waiver. No waiver made by any party with respect to any obligation of any other party under this Redevelopment Agreement shall be considered a waiver of any other rights of the party making the waiver beyond those expressly waived in writing and to the extent thereof. 14.18 No Survival. None of the rights and obligations of the Parties or WOOEP survive termination of this Agreement unless

he waiver beyond those expressly waived in writing and to the extent thereof. 14.18 No Survival. None of the rights and obligations of the Parties or WOOEP survive termination of this Agreement unless expressly provided otherwise. 14.19 Dispute Resolution. Unless emergent relief is needed, any party may initiate mediation to resolve a dispute by sending the other parties a notice in writing. The party requesting mediation shall provide a list of three or more people to serve as mediator, all of which who have no monetary or personal relationship with the lawyers or parties. The other parties have 10 days from receipt of the list to pick one of the three people listed to serve as mediator, which selection shall be communicated in writing to the other party. In the event the 46 4839-2360-2911, v. 3

other party does not pick one of the three people listed to serve as mediator, the party requesting mediation may select from the list. The hourly rate for the mediator shall not exceed $600.00 per hour, which shall be split pro rata between the parties. If the mediation has not been resolved to conclusion within thirty (30) days from the notice initiating mediation, then any party may initiate litigation. IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be properly executed and their corporate seals affixed and attested as of the date first written above. Attest TOWNSHIP OF WEST ORANGE, NEW JERSEY By: Witness: Robert D. Parisi, Mayor GREEN ESSEX PARTNERS URBAN RENEWAL, LLC By: The undersigned joins in this Agreement solely for the purpose of agreeing to perform its express obligations under Article III, Section 10.2k and Section 13.5 of this Agreement, subject however, to the terms and conditions of this Agreement and the performance by the Parties of their respective obligations hereunder. Witness: WEST ORANGE OFFICE EXECUTIVE PARK, LLC By: 47 4839-2360-2911, v. 3

EXHIBIT A PUBLIC DOG PARK APPROXIMATE LOCATION ON PROPERTY 4839-2360-2911, v. 3

EXHIBIT B LOT 41.02 METES AND BOUNDS 4839-2360-2911, v. 3

EXHIBIT C INFRASTRUCTURE IMPROVEMENTS 4839-2360-2911, v. 3

EXHIBIT D PROJECT SCHEDULE Estimated Construction Schedule Estimated project schedules if constructed in one phase Submission of site plan application Receipt of all approvals for project Commencement of construction Completion of construction 6/1/2021 7/1/2022 7/1/2022 7/1/2025 Estimated Project Schedule if the project is Phased Submission of site plan application Receipt of all approvals for project Phase 1 Commencement of Construction (Approximately 300 units) Phase 1 Completion of Construction Phase 2 Commencement of Construction (Approximately 125 units) Phase 2 Completion of Construction 4839-2360-2911, v. 3 6/1/2021 7/1/2022 7/1/2022 9/1/2024 1/1/2026 1/1/2028

EXHIBIT E INCUMBENCY CERTIFICATE 4839-2360-2911, v. 3

EXHIBIT F FORM DECLARATION OF COVENANTS AND RESTRICTIONS Record and Return to: McManimon, Scotland & Baumann, LLC 75 Livingston Avenue, Second Floor Roseland, New Jersey 07068 Attention: Richard Trenk, Esq. DECLARATION OF COVENANTS AND RESTRICTIONS Block 155, Lots 40.02 and 42.02 in the Township of West Orange, New Jersey (the “Property”) This Declaration of Restrictions is made this ____ day of ______, 2021 by and between the TOWNSHIP OF WEST ORANGE (the “Township”), a municipal corporation of the State of New Jersey having its offices at 66 Main Street, West Orange, New Jersey 07052, in its capacity as redevelopment entity pursuant to N.J.S.A. 40A:12A-4(c); and GREEN ESSEX PARTNERS URBAN RENEWAL, LLC, a limited liability company of the State of New Jersey, with an address of c/o BNE Real Estate Group, 16 Microlab Road, Suite A, Livingston, New Jersey 07039 8 (together with permitted successors or assigns hereinafter provided, referred to as the “Redeveloper”). WITNESSETH WHEREAS, the Township, adopted Resolution 249-20 on December 15, 2020 designating, Block 155, Lots 40.02 (100 Executive Drive), 41.02 (10 Rooney Circle), and 42.02 (200 Executive Drive) as a non-condemnation “area in need of redevelopment” (the “Redevelopment Area”) pursuant to the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the “Redevelopment Law”); and WHEREAS, in accordance with the Redevelopment Law, the Township adopted Ordinance 2632-21 on February 9, 2021 enacting a redevelopment plan for the Redevelopment Area entitled “Executive Drive – Rooney Circle Redevelopment Plan” (as further amended and supplemented from time to time, the “Redevelopment Plan”); and 4839-2360-2911, v. 3