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2024-07-01 CMG's Notice of Exercising Rights & to ProceedDocuSign Envelope ID: FE68E862-8C86-456E-932D-1762732F3A14 July 1, 2024 VIA ELECTRONIC MAIL Notice Parties Set Forth On Exhibit A RE: CMG's Notice of Exercising Rights And To Proceed To Whom It May Concern: Reference is made to that certain Memorandum of Understanding and Agreement Relating to Default and Developer Requirements (Purchase, Sale and Development Agreement)[Implementing Agreement] dated as of May 24, 2024 (the "MOU") by and among the following parties: (i) the City of La Quinta, a California municipal corporation and charter city (the "City"); (ii) SilverRock Development Company, LLC, a Delaware limited liability company ("SDC"), SilverRock Phase I, LLC, a Delaware limited liability company ("SRPI"), SilverRock Land II, LLC, a Delaware limited liability company ("SRL"), SilverRock Lodging, LLC, a Delaware limited liability company ("SR Lodging"), SR Lifestyle Residences, LLC, a Delaware limited liability company ("SR Lifestyle Residences"), SR Luxury Residences, LLC, a Delaware limited liability company ("SR Luxury Residences") and RGC PA789, LLC, a Delaware limited liability company ("RGC PA789", and collectively with SDC, SRPI, SRL, SR Lodging, SR Lifestyle Residences and SR Luxury Residences, the "Developer", along with any and all other affiliates to SDC); (iii) Poppy Bank, a California charter commercial bank ("Poppy"); (iv) Cypress Point Holdings, LLC, a Nevada limited liability company ("Cypress"); (v) RD Olson Construction, Inc., a California corporation ("Olson"), (vi) Granite Construction Company, a California corporation ("Granite"); (vii) Montage North America, LLC, a Delaware limited liability company ("Montage") and (viii) Christopher M. George, an individual ("CMG"). Terms not otherwise defined in this letter shall have the meaning set forth in the MOU. Pursuant to Section 2 of the MOU, Developer had until June 30, 2024 to close on escrow on the Recapitalization Loans and repay Cypress and Poppy the amounts set forth in the City's Notice of Default. Developer has failed to close on the Recapitalization Loans. Accordingly, pursuant to Section 4 of the MOU, this letter constitutes CMG's Notice of Exercising Rights and to Proceed. As set forth in Section 4.1, CMG has the right (but not the obligation) to satisfy the Developer's Unpaid Obligations and restructure any other payments related to the construction of the Talus project. In addition, CMG intends to work with the City to finalize the CMG Proposed Plan and the terms and conditions of the Required Modifications (as set forth in Section 4.3 and 4.4 of the MOU). The repayment of the Developer's Unpaid Obligations is scheduled to occur on or before July 30, 2024. For clarity, if CMG does not pay the Developer's Unpaid Obligations in accordance with Section 4.5, the MOU shall automatically terminate, and CMG shall have no further rights, liabilities or obligations under the MOU. DocuSign Envelope ID: FE68E862-8C86-456E-932D-1762732F3A14 Please do not hesitate to contact the undersigned with any questions. We look forward to working with you on the successful closing of the various transactions contemplated by the MOU. Thank you very much. Very Truly Yours, ,-DocuSigned by: .visfeplu,r (, ai,eri) , 1-1 U/4ri9AF4bU43D... Christopher M. George Date: 7/1/2024 DocuSigned by: Accepted by s)eln, Jon McMillen, City Manager Date: 7/1/2024 4861-1737-9020, v. 2 DocuSign Envelope ID: FE68E862-8C86-456E-932D-1762732F3A14 EXHIBIT A NOTICE PARTIES UNDER MOU TO: SilverRock Development Company, LLC c/ o The Robert Green Company 3551 Fortuna Ranch Road Encinitas, CA 92024 Attention: Robert Green email: robert@therobertgreencompany.com City of La Quinta 78495 Calle Tampico La Quinta, CA 92253 Attention: Jon McMillen, City Manager Email: jmcmillen@laquintaca.gov Poppy Bank 438 First Street Santa Rosa, CA, 95401 Attn: Ed Gomez Attn: Lisa Mills Email: egomez@poppy.bank Email: Imills@poppy bank Cypress Ascendant Holdings, LLC 12707 High Bluff Dr., Suite 340 San Diego, CA 92130 Attn: Bill Trzos Email: bill@cypress- ascendant.com R. D. Olson Construction 400 Spectrum Center Drive, Suite 1200 Irvine, CA 92618 Attn: William Wilhelm Email: BWilhelm@rdolson.com Granite Construction 585 W. Beach Street Watsonville, CA 95076 Attn: Jordy Murray, Deputy Senior Counsel Email: Jordy. Murray@gcinc.com Montage North America, LLC 3 Ada Parkway, Suite 100 4861-1737-9020, v. 2 DocuSign Envelope ID: FE68E862-8C86-456E-932D-1762732F3A14 Irvine, CA 92618 Attn: Jason S. Herthel Email: jason.herthel@montage.com cc: Crosbie Gliner Schiffman et al. 12750 High Bluff Drive, Suite 250 San Diego, California 92130 Attention: Dana Schiffman Attention: Thomas Crosbie Email: dschiffman@cgs3. com Email: tcrosbie@cgs3. Com Caldarelli Hejmanowski Page & Leer 3398 Carmel Mountain Road Suite 250 San Diego, CA 92121 Attention: William Caldarelli, Esq. Email: wjc@chpllaw.com Rutan & Tucker, LLP. 18575 Jamboree Road, 9th Floor Irvine, CA 92130 Attention: William H. Ihrke Email: bihrke@rutan.com Abbey, Weitzenberg, Warren & Emery 100 Stony Point Rd, Ste. 200 Santa Rosa, CA 95401 Attn: Mitchell B. Greenberg Email: mgreenberg@abbeylaw.com Michelman & Robinson, LLP 10880 Wilshire Blvd 19th Floor Los Angeles CA 90024 Attn: Edward D. Vaisbort Attn: Eric Rans Email: evaisbort@mrllp.com Email: ERans@mrllp.com Watt, Tieder, et al., LLP 4 Park Plaza, Suite 1000 Irvine, CA 92614 Attn: David McPherson 4861-1737-9020, v. 2 DocuSign Envelope ID: FE68E862-8C86-456E-932D-1762732F3A14 Email: dmcpherson@watttieder.com Finch, Thornton & Baird, LLP 4747 Executive Drive San Diego, CA 92121 Attn: Andrea L. Petray Email: apetray@ftblaw.com Dentons US, LLP 2398 E. Camelback Road, Suite 850 Phoenix, AZ 85016 Attn: Chair, Global Hotels and Leisure Email: rick. ross@dentons.com Rodriguez Wright LLP Attn: Stephen M. Wright, Esq. Email: swright@rodriguezwright.com 4861-1737-9020, v. 2 DocuSign Certificate Of Completion Envelope Id: FE68E8628C86456E932D1762732F3A14 Subject: Complete with Docusign: CMG Notice of Exercising Rights and To Source Envelope: Document Pages: 5 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Status: Completed Proceed - Talus - CMG - La Quint... Envelope Originator: Anikka Wasserfall 3160 Crow Canyon Road Suite 400 San Ramon, CA 94583 awasserfall @cmgfi.com IP Address: 206.171.1.1 Record Tracking Status: Original 7/1/2024 11:52:59 AM Status: Original 7/1/2024 12:50:40 PM Holder: Anikka Wasserfall awasserfall@cmgfi.com Holder: Admin Vendor Management vendorapprovals@cmgfi.com Location: DocuSign Location: DocuSign Signer Events Signature Timestamp Christopher M. George cgeorge@cmgfi.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/1/2024 12:06:04 PM ID:aa44f854-0d4d-4d44-9c60-8eae9a156b89 Jon McMillen jmcmillen@laquintaca.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/1/2024 12:24:44 PM ID: 585350c1-29f4-49ef-af7a-d25bf84e60d0 1-DocuSigned by: Ou sibplux (L Awl, '-F107489AF46043D... Signature Adoption: Pre -selected Style Using IP Address: 206.171.1.1 ,-DocuSigned by: ,,bU, Itttk Lt-tA, 1F96EA6FDB45414... Signature Adoption: Pre -selected Style Using IP Address: 47.176.173.154 Sent: 7/1/2024 12:04:35 PM Viewed: 7/1/2024 12:06:04 PM Signed: 7/1/2024 12:06:52 PM Sent: 7/1/2024 12:06:52 PM Resent: 7/1/2024 12:10:00 PM Viewed: 7/1/2024 12:24:44 PM Signed: 7/1/2024 12:50:36 PM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Anikka Wasserfall awasserfall@cmgfi.com Executive Administrative Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 7/1/2024 12:50:40 PM Viewed: 7/1/2024 12:50:40 PM Signed: 7/1/2024 12:50:40 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/1/2024 12:04:36 PM Envelope Updated Security Checked 7/1/2024 12:09:59 PM Certified Delivered Security Checked 7/1/2024 12:24:44 PM Signing Complete Security Checked 7/1/2024 12:50:36 PM Completed Security Checked 7/1/2024 12:50:36 PM Payment Events Status Electronic Record and Signature Disclosure Timestamps Electronic Record and Signature Disclosure created on: 10/9/2020 11:58:58 AM Parties agreed to: Christopher M. George, Jon McMillen ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, CMG Mortgage Retail (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact CMG Mortgage Retail: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: vendorapprovals@cmgfi.com To advise CMG Mortgage Retail of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at vendorapprovals@cmgfi.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from CMG Mortgage Retail To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to vendorapprovals@cmgfi.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with CMG Mortgage Retail To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to vendorapprovals@cmgfi.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify CMG Mortgage Retail as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by CMG Mortgage Retail during the course of your relationship with CMG Mortgage Retail.