Agmt21 Purchase and Sale- 1306 Main

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120695-00000288/5492490.1 1199\11\3154282.1 10-26-21 SK F. Section 16.6 of the 1306 Purchase Agreement provides that the only condition to the Proposed 1306 Assignment is City approval of the adequate capitalization of the assignee: “Buyer may transfer or assign any or all of its rights or obligations under this Agreement… Any assignee shall assume all of Buyer's obligations pursuant to a written agreement approved by the City Attorney and Buyer shall have demonstrated to the reasonable satisfaction of Seller that such assignee is capitalized sufficiently to undertake the obligations set forth in this Agreement and the Conditions of Approval for the Development.” G. This Consent is intended to act as written approval of the City for the Proposed 1306 Assignment. H. Assignor retains an option to purchase and develop other residential parcels within the Development, known as Parcels A and D. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consent to Assignment. The City hereby approves the Proposed 1306 Assignment with the understanding that the Assignor also intends to develop Parcels A and D; however, this Consent is in no way conditional upon Assignor's development of Parcels A and D. 2. Letter of Credit. IQHQ (and not Assignor) will post the $5,000,000 letter of credit (instead of Assignor) for the benefit of the City relating to Parcel F and the Affordable Housing Requirements. 3. No Waiver of Rights. The City is not waiving any rights to enforce the terms of the 1306 Purchase Agreement, except that all obligations by signing this Consent. CITY OF REDWOOD CITY, a charter city and municipal corporation By: Name: Title:______________________________ ATTY/AGR.2021.271/Greystar GP II, LLC (Consent to Assignment - 1306 Main) (Page 2 of 5)