Riverfront Commercial Investment PNW Riverfro 5/14/2019 Amendment 2

("Riverfront"), a Washington limited liability company; PNW RIVERFRONT, L.L.C., a Washington limited liability company ("PNW"); and the CITY OF EVERETT, a municipal corporation of the State of Washington (the "City") (the "Parties"). Riverfront originally took title to the Developer Property under the name "Riverfront Commercial, L.L.C." The Parties executed the Second Amendment to the Development Agreement as of May 17, 2019 (the "Second Amendment"). The Second Amendment concerns the "Developer, Property," which is described on the attached Exhibit A. The Second Amendment amends that certain Development Agreement executed by the City and Riverfront's predecessor-in-interest dated as of June 2,2009,which concerned the Developer Property and other properties, and a memorandum of which was recorded in Snohomish County under recording number 20091150290. A First Amendment to the Development Agreement exists, but does not concern the Developer Property. A. Second Amendment: Ordinance. The Second Amendment has been approved by the City pursuant to Ordinance No. 3674-1 for the purpose of setting forth mitigation, zoning standards, design guidelines and other key components for development of the Developer Property. A copy of the Ordinance is attached hereto as Exhibit B. A portion of the executed Second Amendment is attached hereto as Exhibit C. B. Purpose of Memorandum. Subject to the terms and conditions of the Second Amendment, this Memorandum is recorded to comply with the recording requirements of the Ordinance and to give public notice of the Second Amendment, and in no way modifies or affects the terms and conditions of the Second Amendment. [REMAINDER OF PAGE BLANK; SIGNATURES APPEAR ON FOLLOWING PAGES]