238 26 Exhibit A

6.5 6.6 6.7 6.8 6.9 6.10 6.11 Interpretation In the event of any subsequent dispute or ambiguity involving the interpretation of this Agreement, inasmuch as the Parties and their attorneys have had input inte the terms and conditions contained herein, this Agreement shall not be interpreted against the Township, the Planning Board, or any Party by reason of drafting. Assignment Developer may assign this Agreement with advance notice to the Township, provided, however, that any assignment shall require that the assignee expressly assume in writing Developer's obligations under Article II and all other obligations applicable to the Property and Inclusionary Project, and such assignment shall not relieve the assigning Developer/property owner of its obligations for acts or omissions occurring prior to the effective date of the assignment unless the Township expressly agrees in writing. Schedules Any aod all Exhibits and Schedules annexed to this Agreement are hereby made a part of this Agreement by this reference thereto. The only exhibits to this Agreement are Exhibit A and Exhibit B unless the Parties amend this Agreement in writing. Entire Agreement This Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof, and supersedes all prior negotiations, discussions, representations, and understandings, whether written or oral, except to the extent expressly incorporated herein. Effective Date Anything herein contained to the contrary notwithstanding, the effective date of this Agreement shall be the date upon which all Parties execute the same in accordance with the proper legal processes designated by law and the court approves this Agreement or a similar agreement (“Effective Date”). Captions The captions and section headings in this Agreement are for convenience only and shall not be used to interpret, expand, or limit the terms of this Agreement. Waiver The Parties agree that this Agreement is enforceable. Each of the Parties waives all rights to challenge the validity or the ability to enforce this Agreement. Failure to enforce any of the provisions of this Agreement by any of the Parties shall not be construed as a waiver of these or other provisions. 18

6.12 6.13 6.14 6.15 Notice of Actions The Parties and their respective counsel agree immediately to provide each other with notice of any lawsuits, actions, applications, proceedings, appeals, or governmental declarations threatened or pending by third parties of which they are actually aware, which may affect the provisions of this Agreement. . Governing Law; Jurisdiction; Venue This Agreement has been entered into and shall be construed, governed, and enforced in accordance with the laws of the State of New Jersey without giving effect to provisions relating to conflicts of law. Jurisdiction of any litigation ensuing with regard to this Agreement exclusively shall be in the Superior Court of New Jersey, Essex County Vicinage, including Docket No. ESX-L-886-25 and any consolidated or related matters to the extent retained by the Court. Service of any complaint may be effectuated consistent with the terms hereof for the delivery of Notices. The Parties waive formal service of process, Default In the event that either Party shall fail to perform any material obligation on its part to be performed pursuant to the terms and conditions of this Agreement, unless such obligation is waived by the other Party for whose benefit such obligation is intended, or by the Court, such failure to perform shall constitute a default under this Agreement. Upon the occurrence of any default, the nondefaulting Party shall provide notice to the defaulting Party, and the defaulting Party shall have a reasonable opportunity to cure the default within forty-five (45) days. In the event the defaulting Party fails to cure within forty-five (45) days or such reasonable period of time as may be appropriate, the Party for whose benefit sucly obligation is intended shall be entitled to exercise any and all rights and remedies that may be available in equity or under the laws of the State of New Jersey, including the right of specific performance to the extent available. Further, the Parties may apply to the Court for relief by way of motion to enforce fitigants' rights. In the event of any default by Developer, Developer shall reimburse the Township for all reasonable attorneys’ fees, costs, and expenses incurred by the Township in enforcing this Agreement, including any application to enforce litigants’ rights, In the event the Township fails to adopt the aforementioned zoning

s, costs, and expenses incurred by the Township in enforcing this Agreement, including any application to enforce litigants’ rights, In the event the Township fails to adopt the aforementioned zoning ordinance, the Developer shall, in addition to the rights set forth in the preceding paragraph, have the right upon notice in accordance with this Agreement, to terminate this Agreement under which circumstance, the parties shall have all rights restored to the status quo ante to the date hereof and all claims and defenses available now shall be available to the parties. Fairness Hearing ~~ The Parties-acknowledge that this Settlement Agreement may be subject to approval by the Court following what is commonly known as a "fairness hearing" as set forth in Morris Cty. Fair Hous. Council v. Boonton Twp., 197 N.J. Super. 359, 367-69 (Law Div. 1984), aff'd o.b., 209 N.J. Super. 108 (App. Div. 1986), and East/West Venture y. Borough of Fort Lee, 286 N.J. Super. 311, 328-29 (App. Div. 1996). If this Settlement Agreement is not approved by the Court, then this Settlement 19

Agreement shall be deemed terminated and shall be of no further force and effect and the Parties shall return to their respective positions as if this Settlement Agreement had not been executed by the Parties. The adoption of the Ordinance and/or submission, processing of or hearing on a development application shall not be required to await such fairness hearing unless the Court so orders. 6.16 Recitals The recitals set forth above are incorporated into and made part of this Agreement. [SIGNATURE PAGE FOLLOWS] 20

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be properly executed, their corporate seals affixed and attested and this AGREEMENT to be effective as of the Effective Date. TOWNSHIP OF WEST ORANGE WITNESS/ATTEST: By: [Seen Whe Ga bree _ By: Shc Os Susan McCartney, Mayor a ( Kapén‘I.-Catnevale, Township Clerk Date: Date: TOWNSHIP OF WEST ORANGE PLANNING BOARD WITNESS/ATTEST By: By: Date: Date: 410 MAIN STREET HOLDINGS, LLC By: [insert name and title of principal] Date: WITNESS/ATTEST: By: [insert name and title of witness] Date: 21

EXHIBIT B (Ordinance)

238-26 TOWNSHIP OF WEST ORANGE, NEW JERSEY DRAFT ORDINANCE NO. - 2026 AN ORDINANCE AMENDING THE CODE OF THE TOWNSHIP OF WEST ORANGE, CHAPTER 25, “LAND USE REGULATIONS”, TO ESTABLISH THE AFFORDABLE HOUSING (AH-1) DISTRICT AT BLOCK 113, LOTS 262, 264, AND 308 TO ESTABLISH STANDARDS AND REGULATIONS FOR THE AH-1 ZONE BE IT ORDAINED by the Township Council of the Township of West Orange, County of Essex, State of New Jersey, that Chapter 25 of the Code of the Township of West Orange, titled "The Land Use Regulations of the Township of West Orange,” be amended as follows (additions noted in bold italic thus and deletions notes in strikethrough #hus): SECTION 1. ZONE DISTRICTS AND MAP §25-3.1, titled “Zone Districts” be and hereby is amended as follows: For the purposes of this chapter the Township is divided into 24 25 districts as follows: R-1 District One-family dwellings on 80,000 square foot lots R-2 District One-family dwellings on 40,000 square foot lots R-3 District One-family dwellings on 20,000 square foot lots R-3AH District One-family dwellings (See §25-31 for size of lots) R-4 District One-family dwellings on 15,000 square foot lots R-5 District One-family dwellings on 10,000 square foot lots R-6 District One-family dwellings on 6,000 square foot lots R-T District Two-family dwellings on 7,500 square foot lots R-G District Garden apartments R-M District Multi-family residences OB-1 District Office building OB-2 District Office building B-1 District Retail business B-2 District General business P-C District Planned Commercial O-R District Office Research | District Industry PURD District Planned Unit Residential Development RC District Residential Cluster Development C District Conservation (Over Lay Zone) CBD District Central Business District (Over Lay Zone) AH-1 District Affordable Housing District West Orange Downtown Redevelopment Area Fourth amendment to the West Orange Downtown Redevelopment Plan [Added by Ord. No. 2656-21] Organon Redevelopment Area Valley Road Area (Harvard Press) Redevelopment Area 300 Executive Redevelopment Plan Essex Green — Executive Drive Redevelopment Area [Added by Ord. No. 2573-19] West Orange Library Redevelopment Area [Added by Ord. No. 2580-19] Executive Drive — Rooney Circle Redevelopment Plan [Added by Ord. No. 2632-21]

§25-3.2a.3, titled “Zone Map and Table of District Regulations” be and hereby is amended as follows: The Zoning District Map of the Township of West Orange is amended as follows: Block 152.02, Lot 186: rezone from O-R to R-1. Block 169, Lots 19 and 19.01 and abutting right-of-way of Cedar Avenue: rezone from R-3 to R-1, Block 106, Lot 20.02: rezone from OB-2 to R-1. Block 89, Lots 1.01, 3, 4, 5, 6, 10, 12, 14, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34. and 41.01: rezone from OB-1 to B-1, e. Block 171.03, Lot 17: rezone from R-4 to B-2. f. Block 155, Lot 40.04: rezone from P-C to B-2. g. Block 113, Lots 262, 264, and 308: rezone from B-2 to AH-1. noo § 25-7.1, titled “Zoning Disirict Regulations” be and hereby amended as follows: Attachment 2 of Chapter 25, entitled "TABLE OF DISTRICT REGULATIONS, PART A: PERMITTED USES TABLE OF DISTRICT REGULATIONS," by adding the following row to the table: ZONE PERMITTED PERMITTED ACCESSORY USES PRINCIPAL USES Affordable © Multi-family dwellings e Parking Housing AH-1 e Uses customarily incidental and subordinate to the principal use Attachment 3 of Chapter 25, entitled "TABLE OF DISTRICT REGULATIONS, PART B: BULK STANDARDS,” by adding the AH-1 District dimensional requirements. See §25-9.14 “Affordable Housing (AH-1) District Development Standards and Requirements” for more details. SECTION 3. AH-1 DISTRICT STANDARDS AND REQUIREMENTS §25-9, titled "SUPPLEMENTAL PROVISIONS FOR RESIDENTIAL DISTRICTS,” be and hereby is amended by adding the following new section: §25-9.14 Affordable Housing (AH-1) District Development Standards and Requirements a. Purpose The purpose of the AH-1 Affordable Housing Zone, which applies to Block 113 Lots 262, 264, and 308, is to provide inclusionary family affordable housing opportunities. b. Bulk Standards 1, Minimum Tract Size: 11,500 square feet (0.3 acres) 2. Maximum Residential Density: The tract may be developed with no more than 12 residential units, 3, Income Distribution: A 20% affordable unit set aside is required for the tract. If the calculation results in a fractional obligation greater than or equal to 0.5 of an-affordable unit, the obligation shall be rounded up to the next whole Affordable Unit. if the calculation of the 20% set aside results in a fractional obligation of less than 0.5 of an affordable unit, the obligation shall be

rounded down, and a payment in lieu of construction to the Township's affordable housing trust fund is required to meet the obligation. The required subsidy for the payment in lieu option is $180,000 per unit. The payment in lieu shall be payable as a condition of, and no Jater than, issuance of the first residential certificate of occupancy, i, At twelve (12) total residential units, this equates to 2.4 affordable units. Accordingly, the Project shall include two (2) on site Affordable Units, and the remaining 0.4 fraction amounts to a payment in lieu of $72,000. 4, Bedroom Distribution: The affordable units shall be constructed in accordance with the Uniform Housing Affordability Controls (UHAC) at N.J.A.C. 5:80-26.1 et seq., as outlined below: i, No more than 20 percent of all affordable units are one-bedroom units; ii, Atleast 30 percent of all affordable units are two-bedroom units; and iii, At least 20 percent of all affordable units are three-bedroom units. 5. Impervious Coverage: i, Maximum Impervious Lot Coverage: 85% 6. Building Coverage: i, Maximum Building Coverage: 75% 7. Maximum Building Height; 3 stories and 35 feet 8. Minimum Setbacks and Buffers: i. Front Yard Sethack (i.e, Main Street): 5 feet ii, Side Front Yard Setback (i.e., Park Drive North): 5 feet ili, Side Yard Sethack: 5 feet iv. Rear Yard Setback: 8 feet 9. Location of Residential Lobby i. The residential lobby shall be located at and accessed from the corner of the building near the intersection of Main Street and Park Drive North. Minimum Parking: 1. On-site requirement: 19 spaces 2. Off-site requirement: 5 spaces Access and Circulation 1. All access driveways to and from the property must be focated along Park Drive North. Pedestrian warning devices for vehicles exiting the parking garage must be installed. Lighting Standards: 1. All proposed lighting in the AH-1 District shall comply with §25-14 “Lighting” of the Township’s Ordinance. a Landscaping, Walls, and Fences

1, Development within the AH-1 zone shail comply with aff landscaping requirements for parking areas outlined in §25-12.1 of the Township Ordinance, as applicable, a, Notwithstanding the foregoing, a 21.75 ft. wide drive aisle is permitted in the AH-1 District. 2, The maximum height for retaining walls in all yards shall be 6 feet. Compfiance with the standards outlined in §25-8.4 "Walls and Fences” of the Township's Ordinance is required other than permission of a retaining wall in the front yard. 3. All areas not occupied by buildings, roadways, parking areas, patios, walkways, and/or any other impervious surface shail be adequately landscaped. 4, No landscaping at any location shall interfere with sight triangles, g. Tree Replacement 1, All proposals within the AH-1 District must comply with Chapter 28, Article |, “Tree Protection, Removal and Replacement," of the Township's Ordinance. h. Steep Slopes 1. The AH-1 District is not subject to Compliance with §25-28 of the Township Ordinance. i, Stormwater Management 1, Stormwater management shall comply with all applicable NJDEP and municipal code regulations. i. Signage 7. All proposals within the AH-1 District must comply with the signage requirements outlined in §25- 15 “Signs,“ of the Township Ordinance. k. Building Architectural Standards 1. Massing i. Building massing shall be broken up through the use of one or more of the following: ornamental treatments, alternating materials, and architectural articulation. 2. Materials, Cofor, and Details i, The building fagade along Main Street shall include brick elements. ii. All materials, colors and details used on the exterior of a building shafl be architecturally compatible with the style of such building, as well as with each other. 3. Continuity of Roof and Fagade Treatment i, The type, shape, pitch, texture and color of a roof shal! be considered as an integral part of the design of a building and shall be architecturally compatible with the style, materials, colors and details of the building. ii, The architectural treatment of a fagade or roof shall be completely continued around ail visibly exposed sides of a building. All sides of a building shall be architecturally designed sa as to be consistent with style, materials, colors and details. 4. Windows