CEMEX Materials Pacific LLC 4/5/2017

affects no rights or obligations in Part Two or Part Three of the Development Agreement. This Amendment formalizes that Part One modification. First, Owner has completed the required TL Group Acceptance Standards and the parties intend for the conveyance of the Transfer Lot Group to be made to the City on or before April 28, 2017 (the "Transfer Lot Group Closing Date"). Second, the parties agree that Owner will complete a four(4)-lot Division 9 Binding Site Plan as reflected in the Notice of Decision Bind Site Plan#16-003 attached hereto as Exhibit H (the "Notice of Decision") whereby a portion of Transfer Lot 45-E, 1.66 acres, will be incorporated into Lot 1, Division 9 ("Lot 1") and another portion of Transfer Lot 45-E, 1.0 acres, will be incorporated into Lot 2, Division 9 ("Lot 2"), with the portions of Transfer Lot 45-E incorporated into Lot 1 and Lot 2 referred to collectively as the "Land Wedge" and the balance of Transfer Lot 45-E shown as Lot 3, Division 9 and referred to herein as "Transfer Lot 3." Owner will pay to the City on each Bona Fide Sale of Lot 1 and Lot 2 the respective Lot Profit Payment specified in Section 1.16, and each such Lot Profit Payment shall be secured by a Deed of Trust on each respective Lot as set forth in Section 1.12(a)(3). Third, Owner agrees to pay to the City the amount of$2,000,000 in"Installment Payments", defined in Section 1.15 below, as an"Equivalent Value"to create financial parity given the amended and replaced Acceptance Standards, with the first installment of$400,000 made by Owner on the earlier of the Lot 1 closing or the Transfer Lot Group Closing Date, but in no event later than sixty(60) days after the Division 9 Binding Site Plan Notice of Decision is signed and the Division 9 Binding Site Plan is approved by the City. Fourth, Owner agrees to complete the Transfer Lot 3 Minimum Acceptance Work, and may further elect to complete the Transfer Lot 3 Maximum Acceptance Work, as set forth in Section 1.2(d) and convey Lot 3 to the City(which together with the Installment Payment obligations, are collectively referred to as the "Owner Obligations"). 3