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all of Seller's right, title and interest in and to the Levee Assets, free and clear of all liens and encumbrances except for Permitted Exceptions, as defined in Article III, for and in consideration of the payment of the amounts set forth in Sections 1.2 and 1.3. Pursuant to Section 4.1(c), below, prior to Closing and as a condition thereto, the location of the Levee Improvements and Levee -Related Easements will be established by a legal description as required by Title Company for issuance of the Owner's Policy of Title Insurance. Section 1.2 Acquisition Price. In accordance with Section 10 and Section 15 of the Master Agreement, Buyer agrees to pay the sum of $12,507,893.00 (the "Acquisition Price") for the purchase of the Levee Assets. Section 1.3 Initial Acquisition Price Payment and Balance Payment Schedule. The Second Amendment provides that Met Life and HCP have waived their right under the Initial Levee Agreement to any payment of an Initial Acquisition Price Payment at Closing, and instead that any funds remaining in the Maintenance District's Maintenance Reserve Account shall be transferred to the New CFD's Maintenance Reserve Account for maintenance of the Levee Improvements and appurtenances thereto in accordance with the terms of the Second Amendment. Subject to the terms of Section 1.4 below, Buyer, solely from the proceeds of the Facilities Special Tax (as defined in the Rate and Method of Apportionment of Special Tax, attached as Exhibit B of the City Resolution No. 15915 adopted on November 23, 2020 and hereafter referred to as the "RMA") levied by the New CFD, shall pay, or cause the New CFD to pay, to Met Life and HCP the Acquisition Price, in the amounts due to each of Met Life and HCP, in annual installments over a period of 15 years ("Installment Payments"). The Installment Payments shall be structured with principal due in annual installments as shown on the attached Schedule A, plus interest. The Installment Payments are due September 1. Interest shall accrue on the amount of the total of the Installment Payments that remains after deducting the principal portion of the Installment Payment due on that September I ("Remaining Balance") from each September 1 through the following August 31 on the basis of a 360 -day year composed of twelve 30 -day months; provided, however, with respect to the first Installment Payment, the interest calculation should include interest on the Remaining Balance from the date of acceptance of the Levee Assets by the City through the following August 31. Interest to be collected in each fiscal year shall be calculated annually using the Wall Street Journal Prime Rate in effect on June 1 of the prior fiscal year, plus two hundred (200) basis points, and shall be calculated on the basis of a 360 -day year consisting of twelve 30 -day months, or, if such rate is no longer published by the Wall Street Journal, the prime rate as published by a similar source as determined by the Property Owners to be appropriate, as consented to by the City, which consent shall not be unreasonably withheld. Such rate shall be applied to the unpaid principal balance and the interest due for such fiscal year shall be placed on the tax roll for the next ensuing fiscal year. Principal due each September 1 shall be collected in the prior fiscal year. For the first Installment Payment, the City shall issue invoices to MetLife and HCP which shall (i) identify the Facilities Special Tax and Services Special Tax (as defined in the RMA) for each assessor parcel identified as a "taxable parcel" in the RMA's Exhibit 1, (ii) the amounts to be paid no later than December 10, 2025 and April 10, 2026, and the penalty amount if the payments are not timely made, and (iii) a statement that failure to pay either or both of the Facilities Special Tax and/or Services Special Tax amounts can result in a foreclosure proceeding against such defaulting assessor's parcel in accordance with Section 53356.1 of the 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR