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Agreement will satisfy the requirements of the Master Agreement that the Parties enter into a Purchase Contract for the City's purchase of the Levee Assets. G. Construction of the Levee Improvements is now complete; FEMA issued a Letter of Map Revision ("LOMR") on May 17, 2024, evidencing its accreditation of the Levee Improvements subject to a 90 -day appeals period initiated on June 4, 2024. FEMA received no valid request for changes to the modified flood hazard information during the 90 -day public appeal and, on October 2, 2024, by way of a letter dated October 3, 2024, announced that the modified flood hazard information for the Seaport Centre area of Redwood City remained valid and became effective on October 2, 2024. H. The Parties have completed their review of title to the Levee Assets and the Parties have caused First American Title Insurance Company ("Title Company") to issue its pro forma title policies, Order Nos. 1156441 and 1156461 attached hereto as Attachment 4 (collectively, the "Pro Forma Title Policies"). The Parties have had the opportunity to review the Pro Forma Title Policies, and each Party concurs that the Exceptions in the Pro Forma Title Policies are "Permitted Exceptions" as that term is defined in the Exhibit C Contract. L Section 4 of the Initial Levee Agreement contemplated the dissolution of the existing Seaport Centre Maintenance District ("Maintenance District") for the Seaport Centre Levee to be replaced by the New CFD for City's acquisition and maintenance of the Levee Improvements. Section 4(1) provided that certain excess funds remaining in the Maintenance District's Maintenance Reserve Account would be allocated between the Owners for an "Initial Acquisition Price Payment" and the New CFD to fund capital repairs of the "Seaport Centre Wet Utilities" as specified in Section 4(l). In accordance with the Second Amendment of the Initial Levee Agreement, the funds remaining in the Maintenance District's Maintenance Reserve Account instead shall be transferred to the New CFD's Maintenance Reserve account as identified in the Initial Levee Agreement ("New CFD's Maintenance Reserve Account") for maintenance of the Levee Improvements in accordance with the terms of the Second Amendment. The Parties have determined that the funds remaining in the Maintenance District's Maintenance Reserve Account, as of June 30, 2025, total approximately $2,834,173. J. As contemplated by the Master Agreement, Seller and City now desire to enter into this Agreement setting forth the terms under which City shall purchase the Levee Assets from Seller. AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, Seller and City agree as follows: ARTICLE I PURCHASE AND SALE Section 1.1 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell to Buyer, 4846-4218-3288 v36 2025.276- SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR