Agmt21 Purchase and Sale- 1306 Main

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of APF4 4 28, 2022, by and between the City of Redwood City, a charter city and municipal corporation ("Seller'), and IQHQ ELCO YARDS, L.P., a Delaware limited liability company (`Buyer"). Recitals A. Seller and Greystar GP II, LLC, a Delaware limited liability company ("Greystar"), entered into that certain Purchase and Sale Agreement and Joint Escrow Agreement dated as of November 16, 2020 (the "Purchase Agreement"), pursuant to which (among other things) Seller agreed to sell and Greystar agreed to purchase that certain real property located at 1306 Main Street, Redwood City, CA (A.P.N. 053-184-010), as more particularly described therein (the Trope "). B. Greystar and Buyer entered into that certain Partial Assignment and Assumption of 1306 South Main Purchase and Sale Agreement dated as of October 29, 2021 (the "Assignment"), pursuant to which (among other things) Greystar assigned to Buyer, and Buyer assumed from Greystar, the right and obligation to purchase the Property from the Seller pursuant to the Purchase Agreement. C. Seller signed that certain Consent to Assignment of 1306 South Main Purchase and Sale Agreement dated as of October 26, 2021 (the "Consent"), pursuant to which City consented to the Assignment of the Purchase Agreement to IQHQ Acquisitions, LLC, a Delaware limited liability company, or its affiliate. Buyer is an affiliate of IQHQ Acquisitions, LLC. Accordingly, Buyer is now the `Buyer" under the Purchase Agreement. D. Buyer wishes to designate a third party to be named as the "grantee" under the "Deed" (as defined in the Purchase Agreement), and Seller is willing to agree to name such third party as the "grantee" under the Deed, as provided in this Amendment. E. Capitalized terms that are used but not defined in this Amendment will have the meanings given to them in the Purchase Agreement. Agreement NOW, THEREFORE, the parties agree as follows: 1. Designation of Grantee. Buyer hereby designates Benjamin Kopf Holding Co., a California corporation (the "Designated Grantee"), as the party to be named as the "grantee" under the Deed, and Seller agrees to name such corporation as the "grantee" under the Deed. The Designated Grantee hereby agrees to be bound by Section 4.5.4 of the Purchase Agreement regarding the condition of the Property and by consenting to this First Amendment joins in the release of the Seller pursuant to Sections 4.5.4 and 10.5 of the Purchase Agreement, the indemnification of the Seller in Section 15.2 of the Purchase Agreement, and agrees that Section 16.15 of the Purchase Agreement shall apply if either Seller or Designated Party brings an action against the other. REV: 04-07-2022 SK ATTY/AGR.2022-Amend No. 1/IQHQ Elco Yards, LP (Page 1 of 4)