Agmt22 IQHQ Elco Yards, LP & Kopf & Kopf, LLC - Consent to Partial Assignment of Subdivision Improvement Agreement - South Main Mixed-Use Project (Except Parcel F)

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REV: 09-14-2022 SK CONSENT TO PARTIAL ASSIGNMENT OF SUBDIVISION IMPROVEMENT AGREEMENT - SOUTH MAIN MIXED-USE PROJECT (EXCEPT PARCEL F) THIS CONSENT TO PARTIAL ASSIGNMENT OF SUBDIVISION IMPROVEMENT AGREEMENT - SOUTH MAIN MIXED-USE PROJECT (EXCEPT PARCEL F) (“Consent”) is dated effective __________, 2022, by the City of Redwood City, a charter city and municipal corporation (the “City”). Recitals: A. IQHQ Elco Yards, LP, a Delaware limited partnership (“Assignor”), Kopf & Kopf LLC, a California limited liability company (“Kopf A”), Benjamin Kopf Holding Co., a California corporation (“Kopf B, C and E”), IQHQ TRS Elco Yards, Inc., a Delaware corporation (“Assignee”), and the City previously entered into that certain Subdivision Improvement Agreement - South Main Mixed Use Project (Except Parcel F) dated as of April 28, 2022 (the “Subdivision Improvement Agreement”). B. The Subdivision Improvement Agreement sets forth the terms and conditions for Assignor’s construction and installation of the Improvements in accordance with the Improvement Plans on certain real property that includes, among other properties, that certain real property (the “Kopf Parcel A Property”) described as Parcel A as shown on that certain Map entitled, “Final Map No. 2020-002 South Main Mixed Use – 1601 El Camino Real”, which Map was filed in the Office of the Recorder of the County of San Mateo, State of California, on June 1, 2022, in Book 144 of Maps, at Pages 10-17. The Parcel A Property, as well as certain adjacent properties owned or controlled by Assignor, will be redeveloped as part of a mixed use project that was approved by Resolution No. 15908 dated November 16, 2020 that was adopted by the City Council of the City of Redwood City (the “Development”). Capitalized terms used in this paragraph are defined in the Subdivision Improvement Agreement. C. Pursuant to the Partial Assignment attached hereto as Exhibit A (the “Proposed Subdivision Improvement Agreement Assignment”), Assignor desires to assign to Assignee that portion of the Subdivision Improvement Agreement relating to the Kopf Parcel A Property including all obligations and liabilities related to the Kopf Parcel A Property; and therefore Assignee will become responsible for all obligations under the Subdivision Improvement Agreement relating to the Kopf Parcel A Property. D. Section 30 of the Subdivision Improvement Agreement provides that Developer may assign its obligations under the Subdivision Improvement Agreement only with City Manager’s prior written approval, and that, in connection with any such assignment, Developer and its assignee will execute and deliver to City a written assignment and assumption agreement in a form reasonably acceptable to the City Attorney. E. This Consent is intended to act as written approval of the City for the Proposed Subdivision Improvement Agreement Assignment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ATTY/AGR.2022.339/IQHQ Elco Yards, LP (Page 1 of 10) September 16,