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MEMORANDUM OF AMENDED AND REST A TED DISPOSITION AND DEVELOPMENT AGREEMENT FOR DOWNTOWN RETAIL-CINEMA AND PARKING PROJECT THIS MEMORANDUM OF AMENDED AND REST A TED DISPOSITION AND DEVELOPMENT AGREEMENT FOR DOWNTOWN RETAIL-CINEMA AND PARKING PROJECT (this "Memorandum") is entered into by and between the CITY OF REDWOOD CITY, a charter city (the "City"), the REDEVELOPMENT AGENCY OF THE CITY OF REDWOOD CITY, a public body corporate and politic (the "Agency") and ON BROADWAY REDWOOD CITY, LLC, a California limited liability company (the "Developer"), in which BHV Innisfree Ventures I, LLC, a California limited liability company ("BHV") and Buchanan Urban Investors, LLC, a California limited liability company are the sole members, and is dated for reference purposes as of NOVEMBER ~yq, 2004. RECITALS A. The City, the Agency and BHV previously entered into that certain Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project, dated as of January 8, 2003. The parties hereto subsequently entered into that certain First Implementation Agreement to Amended and Restated Disposition and Development Agreement, dated as of February 24, 2003, and that certain Second Implementation to Amended and Restated Disposition and Development Agreement, dated as of September 23,2003. These three documents together are referred to hereinafter as the "DDA." BHV assigned its rights and obligations in and under the DDA to the Developer by way of an Assignment and Assumption Agreement dated as of May 5, 2004. B. The DDA provides, on the terms described therein, for the acquisition of various parcels of land in the downtown area of the City by the Agency and/or the City, the creation from those parcels of new parcels, including a vertical subdivision parcel, the construction of an underground parking facility by the City (the "Public Parking Facility"), the transfer of the vertical subdivision parcel above the underground parking facility to the Developer and the construction of a retail-cinema complex (the "Retail Cinema") in that vertical subdivision parcel by the Developer. The property which is the subject of the DDA, and of this Memorandum, is legally described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"), and consists of Parcel A (the vertical subdivision parcel in which the retail-cinema complex is to be constructed) and Parcel B (the underlying parcel in which the Public Parking Facility is located). REDW\0002\DOC\009-3 1 6\30\04 1000 law .