Agmt21 Purchase and Sale- 1306 Main

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120695-00000288/5471052.8 1199\11\3154286.1 10-26-21 SK EXHIBIT A PARTIAL ASSIGNMENT AND ASSUMPTION OF 1306 SOUTH MAIN PURCHASE AND SALE AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (“Assignment”) is dated effective ___________ 2021, by and between Greystar GP II, LLC, a Delaware limited liability company (as trustee for GS RWC SM Office Owner, LLC a Delaware limited liability Company) (“Assignor”), IQHQ Acquisitions, LLC, a Delaware limited liability company (“Assignee”). Recitals: A. This Assignment is entered into in connection with the Agreement to Acquire Option and Purchase Rights and Real Estate (the “Purchase Agreement”) dated as of October ___, 2021, between Assignor and Assignee. Capitalized terms used, but not defined herein, shall have the meanings given such terms in the Purchase Agreement. B. Assignor as “Buyer”, and the City of Redwood City, a charter city and municipal corporation (“Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 16, 2020 (the “1306 Purchase Agreement”), which 1306 Purchase Agreement sets forth the terms and conditions for Assignor’s acquisition of, among other things, that certain real property located at 1306 Main Street, Redwood City, California (the “1306 Property”), as more particularly described in the 1306 Purchase Agreement. C. Assignor desires to assign to Assignee, and Assignee desires to assume from Assignor, upon the terms and conditions more fully set forth below, all of Assignor’s right, title, interest, privileges and certain obligations under the 1306 Purchase Agreement, while retaining certain other obligations under the 1306 Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of its right, title and interest in and to the 1306 Purchase Agreement, and Assignee hereby accepts such assignment and agrees to assume performance of all terms, covenants and conditions occurring or arising under the 1306 Purchase Agreement on or after the date of this Assignment, except as set forth in Section 3 below. 2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby assumes and agrees to timely discharge, perform and to be bound by all of the liabilities, duties, and obligations imposed in connection with the 1306 Purchase Agreement from and after the Effective Date to the same extent as if the Assignee had been the original party thereto, except as set forth in Section 3 below. ATTY/AGR.2021.271/Greystar GP II, LLC (Consent to Assignment - 1306 Main) (Page 3 of 5)