Riverfront Commercial Investment LLC 5/4/2021 Amendment

5.2.1.1 Cinema Element Phase. Notwithstanding anything to the contrary in this Agreement, the sole permitted use of the Cinema Element Property prior to issuance of a Partial Certificate of Completion for the Cinema Element Phase is as follows:development and construction of the Cinema Element of the Riverfront Project substantially as shown in the First Phase Drawings and Attachment E-1 Page 2 (Final Development Plan) and in accordance with the Second Amendment Modifications to Attachment E-1 Page 2 (Final Development Plan)approved by the Planning Director using the criteria for administrative modification of the Final Development Plan as specified in the City's Planned Development Overlay regulations as set forth in EMC Chapter 19.29 shall be deemed to be "substantially as shown in Attachment E-1 Page 2 (Final Development Plan)" as that term is used in this Section. The Planning Director shall have the sole authority to determine if final site layout and building designs proposed for Cinema Element Phase are "substantially as shown in the First Phase Drawings." A decision to reject a plan or permit based on not being "substantially as shown in the First Phase Drawings" must not be arbitrary and must be made in writing and supported by detailed findings. Second Amendment Section 5.2.2 does not apply to the Cinema Element Phase. 3. Public Plaza. Developer has submitted and the City has approved plans for the plaza on the Property. The City and Developer acknowledge that some elements of the public plaza shown in the Second Amendment in front of the Cinema Element Property may be dependent on the requirements of the Cinema Element. The Planning Director is hereby granted authority to enter into letter agreement(s) with the Developer to allocate which public plaza elements will be included in the First Phase and which public plaza elements will be reserved for later construction in Remaining Phases, if Developer requests such clarification. 4. Buildings in Remaining Phases. The Developer at its sole discretion may construct buildings shown in the Second Amendment as part of the Remaining Phases contemporaneously with the First Phase. The parties believe the Second Amendment already allows this, but are including this Section 4 for the avoidance of any doubt. 5. General Provisions. 5.1 Counterparts; pdf Signatures. This Addendum may be executed in more than one counterpart, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Electronic or pdf signatures on this Agreement shall constitute original signatures of the Parties. 5.2 Recording. Either party may arrange for the recording of this Addendum with the Snohomish County Auditor's office, as necessary to disclose this Addendum on title documents for the affected property. 6. Other. Except as expressly modified in this Addendum, the Second Amendment shall remain in full force and effect. [Remainder of page intentionally left blank; signatures begin on following page] 3