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ATTY/DOCS-AGR/2021-AMENDMENTS/FIRST AMENDMENT TO LEVEE FINANCING & IMPROVEMENT AGREEMENT REV: 12-14-2021 VR Page 2 of 5 A G R E E M E N T : NOW THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Capitalized Terms. All capitalized terms when used herein shall have the same meaning as is given such terms in the Levee Agreement, unless expressly superseded by the terms of this First Amendment. 2. Amendment to Owner’s Pro Rata Shares. 2.1 Section 6 of the Levee Agreement. The penultimate sentence of Section 6 of the Levee Agreement is deleted in its entirety and replaced with the following sentence: “Owners agree to pay their pro rata shares of all costs of constructing and installing the Levee Improvements through timely payment of owner’s association assessments pursuant to the CC&R’s, which pro rata shares the City, SCOA and Owners acknowledge is as follows: HCP as to a Fifty-Four and Thirty-One Hundredths Percent (54.31%) pro rata share and Met Life as to a Forty-Five and Sixty-Nine Hundredths Percent (45.69%) pro rata share”. 2.2 Section 1.3 of Purchase and Sale Agreement attached to the Levee Agreement. The second sentence of Section 1.3 of Exhibit C attached to the Levee Agreement is hereby deleted in its entirety and replaced with the following sentence: “Met Life shall be paid 45.69% of the Initial Acquisition Price Payment (the “Met Life Initial Acquisition Price Payment”) and HCP shall be paid 54.31% of the Initial Acquisition Price Payment (the “HCP Initial Acquisition Price Payment”).” 2.3 Paragraph 4, Page Four of the Escrow Instructions. Paragraph 4 at Page Four of Attachment 2 (Escrow Instructions) to Exhibit C to the Levee Agreement is hereby deleted in it’s entirely and replaced with the following Paragraph: 4. Disburse the Initial Acquisition Price Payment to HCP and MetLife as follows: (a) HCP shall be paid an amount equal to Fifty-Four and Thirty-One Hundredths Percent (54.31%) of the total Initial Acquisition Price Payment. (b) MetLife shall be paid an amount equal to Forty-Five and Sixty-Nine Hundredths Percent (45.69%) of the total Initial Acquisition Price Payment. 3. Representations of Parties. Each of Parties hereby represents and warrants without reservation or qualification of any kind that it is authorized and has full power to execute and deliver this First Amendment without obtaining the consent or approval of any other person or entity, and that the below signatory for each of the Parties is authorized to execute and enter into this First Amendment on that party’s behalf. City further acknowledges and agrees that the revised allocations set forth in Paragraph 2 above are a minor technical revision that does not materially increase the obligation of the City under the Levee Agreement. 4. Counterparts; Electronic Signature. This First Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This First Amendment may also be executed and the signature page transmitted by electronic mail. The delivery of such electronic copy of the executed signature page of this First