Riverfront Commercial Investment LLC 2/8/2024 Amendment 2 (2)

SECOND AMENDMENT TO AMENDED AND RESTATED PROPERTY DISPOSITION AGREEMENT EVERETT RIVERFRONT DEVELOPMENT (LANDFILL) This Second Amendment to Amended and Restated Property Disposition Agreement (this "Amendment") is dated for reference purposes as of the date of last signature below, and is made and entered into by and between (i)RIVERFRONT COMMERCIAL INVESTMENT, L.L.C. ("Riverfront"), a Washington limited liability company, and RIVERFRONT PHASE 1, LLC, a Washington limited liability company, with respect to the Phase 1 Lots,RIVERFRONT PHASE 2,LLC,a Washington limited liability company, with respect the Phase 2 Lots, RIVERFRONT PHASE 3, LLC, a Washington limited liability company, with respect the Phase 3 Lots, RIVERFRONT PHASE 4, LLC, a Washington limited liability company, with respect to the Phase 4 Lots, RIVERFRONT GROCER LLC, a Washington limited liability company, with respect to the Grocer Lot, RIVERFRONT THEATER, LLC, a Washington limited liability company, with respect to the Theater Lot(collectively, "Developer"); and (ii)the CITY OF EVERETT, a municipal corporation of the State of Washington(the"City"). RECITALS A. The City and Developer are parties to the Amended and Restated Property Disposition Agreement dated May 10,2019,as amended by the First Amendment dated May 4,2021 (as amended,this"Agreement"). All capitalized terms in this Amendment have the meaning set forth in the Agreement. The names of the lots in the paragraph above are as defined in the Assignment and Assumption Agreement by and among the parties dated December 20, 2019, recorded under Snohomish County recording no. 202001090614 ("Assignment Agreement"). B. Contemporaneously with this Amendment,the parties are executing a Second Addendum to the Second Amendment to the Development Agreement (the "Second DA Addendum"). As set forth in the Second DA Addendum, the parties have agreed to replacement of the Cinema Element with an anchor food and recreation use. One purpose of this Amendment is to make changes to the Agreement regarding this replacement that correspond to the Second DA Addendum. C. In addition, since the First Amendment, the City has taken steps to secure funding for construction of the in-water improvements to the Eclipse Mill Park. Because of this,the parties desire to adjust the certain timing provisions regarding the park. D. Further,the parties acknowledge that all rights,obligations and liabilities that PNW Riverfront LLC had under the Agreement have been assigned to and assumed by the Developer pursuant to the Assignment Agreement, and PNW Riverfront LLC does not hold 1