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REV: 09-14-2022 SK <br />EXHIBIT A <br />RECORDING REQUESTED BY <br />AND WHEN RECORDED MAIL TO: <br />IQHQ Elco Yards, LP <br />c/o IQHQ, Inc. <br />674 Via De La Valle, Suite 206 <br />Solana Beach, CA 92075 <br />) <br />) <br />) <br />) <br />) <br />) <br />) <br />) <br />(Space Above This Line for Recorder’s Use Only) <br />PARTIAL ASSIGNMENT AND ASSUMPTION OF SUBDIVISION IMPROVEMENT <br />AGREEMENT - SOUTH MAIN MIXED-USE PROJECT (EXCEPT PARCEL F) <br />THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF SUBDIVISION <br />IMPROVEMENT AGREEMENT - SOUTH MAIN MIXED-USE PROJECT (EXCEPT <br />PARCEL F) (“Assignment”) is dated effective _____________, 2022, by and between IQHQ <br />Elco Yards, LP, a Delaware limited partnership (“Assignor”) and IQHQ TRS Elco Yards, Inc., a <br />Delaware corporation (“Assignee”). <br />Recitals: <br />A. Assignor, Assignee, Kopf & Kopf LLC, a California limited liability company <br />(“Kopf A”), Benjamin Kopf Holding Co., a California corporation (“Kopf B, C and E”), and the <br />City of Redwood City, a charter city and municipal corporation (the “City”), previously entered into <br />that certain Subdivision Improvement Agreement - South Main Mixed Use Project (Except <br />Parcel F) dated as of April 28, 2022, and recorded on June 1, 2022, as Instrument No. 2022-044650 <br />in the Official Records of San Mateo County, California (the “Subdivision Improvement <br />Agreement”), which sets forth the terms and conditions for Assignor’s construction and <br />installation of the Improvements in accordance with the Improvement Plans on that certain real <br />property described as Parcels A, B, C, D and E, as shown on that certain Map entitled, “Final Map <br />No. 2020-002 South Main Mixed Use – 1601 El Camino Real”, which Map was filed in the Office <br />of the Recorder of the County of San Mateo, State of California, on June 1, 2022, in Book 144 of <br />Maps, at Pages 10-17 (the “Property”), as more particularly described in the Subdivision <br />Improvement Agreement. Capitalized terms used, but not defined herein, shall have the meanings <br />given such terms in the Subdivision Improvement Agreement. <br />B. Upon the terms and conditions more fully set forth below, Assignor desires to assign <br />to Assignee all of Assignor’s rights and benefits related to Parcel A of the Property (the “Kopf <br />Parcel A Property”) under the Subdivision Improvement Agreement, and Assignee desires to <br />assume from Assignor all of Assignor’s right, title, interest, privileges and certain obligations <br />related to Kopf Parcel A Property under the Subdivision Improvement Agreement, while retaining <br />certain other obligations under the Subdivision Improvement Agreement. <br />ATTY/AGR.2022.339/IQHQ Elco Yards, LP (Page 4 of 10)