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recorded May 3, 2017 in the Official Records of San Mateo County as Instrument No. 2017- 038386. D. City and SCOA, and for limited purposes Met Life and HCP, are parties to a Levee Financing and Improvement Agreement dated October 27,2020 ("Initial Levee Agreement"), as amended by that certain First Amendment to Levee Financing and Improvement Agreement dated December 13, 2021 ("First Amendment") and as further amended by the Second Amendment to the Levee Financing and Improvement Agreement dated October _, 2025. In this Agreement, this Second Amendment shall be referred to as the "Second Amendment", and the Initial Levee Agreement as amended by the First Amendment and the Second Amendment shall be referred to as the "Master Agreement." Among other matters, the Master Agreement provides for the City's acquisition of the Levee Assets (defined below), following SCOA's satisfactory completion of (i) a levee and related flood protection facilities along the perimeter of Seaport Plaza facing Redwood Creek ("Seaport Plaza Levee Improvements"), and (ii) improvements to (and, where necessary, replacement of) the existing City -owned levee and related flood protection facilities ("Seaport Centre Levee") along the perimeter of Seaport Centre (except for the inboard boundary with Seaport Plaza) ("Seaport Centre Levee Improvements" and, collectively with the Seaport Plaza Levee Improvements, the "Levee Improvements"), which Levee Improvements are depicted in Attachment 1; and (iii) SCOA's application for, processing and final accreditation by the Federal Emergency Management Agency ("FEMA") of the Seaport Centre Levee as improved and enlarged by the Levee Improvements (collectively, the "New Levee") in accordance with the terms of the Master Agreement. E. The Master Agreement also provides for the formation of a community facilities district ("New CFD") established under the authority of the City's Special Tax Financing Law, constituting Article XIII of Chapter 32 of the Redwood City Code, which incorporates the Mello -Roos Community Facilities Act of 1982, as amended (Chapter 2.5 of Division 2 of Title 5 of the California Government Code, commencing with Section 55311) to finance the City's acquisition of the Levee Improvements from Seller, maintenance of the Levee Improvements and appurtenances thereto, and maintenance of the Seaport Centre Wet Utilities as that term is defined in the Master Agreement. F. Section 15 of the Master Agreement provides that the Parties will enter into a "Purchase Contract" substantially in the form attached as Exhibit C to the Master Agreement ("Exhibit C Contract") to govern the terms of City's purchase of the Levee Improvements and all necessary rights of way and easements for the access, repair, maintenance, and use of the Levee Improvements (the "Levee -Related Easements," and together with the Levee Improvements, the "Levee Assets"). The Master Agreement contemplated that the Parties would, before Seller's commencement of construction of the Levee Improvements, enter into a Purchase Contract, complete title review, and identify the title Exceptions, if any, that do not constitute "Permitted Exceptions" as that term is defined in the Exhibit C Contract. Notwithstanding any contrary terms in the Master Agreement or the Exhibit C Contract, the Parties have acknowledged and agreed that this Agreement is a necessary update and refinement of the Exhibit C Contract, that this Agreement supersedes the Exhibit C Contract for purposes of governing the terms of the City's purchase of the Levee Assets, and that when executed this 2 4846-4218-3288 v36 2025.276- SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR