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 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment. Effective as of the Effective Date shown in Section 4 below, Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of its rights and benefits under the Subdivision Improvement Agreement as they relate to the Kopf Parcel A Property. 2. Assumption of Obligations. Effective as of the Effective Date shown in Section 4 below, 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 Subdivision Improvement Agreement as they relate to the Kopf Parcel A Property, whether arising before or after the date of this Assignment, to the same extent as if the Assignee had been the original party thereto, except as set forth in Section 3 below. 3. Parcels B, C and E and Backbone Infrastructure. Except as set forth below, Assignor does not hereby assign any of its rights or benefits under the Subdivision Improvement Agreement relating to (a) Parcels B, C, and E of the Property (the “Kopf Parcels B, C and E Property”), or (b) the “Backbone Infrastructure” (as defined below), and Assignee does not hereby assume any obligations or liabilities of Assignor under the Subdivision Improvement Agreement relating to (a) the Kopf Parcels B, C and E Property, or (b) the Backbone Infrastructure, and Assignor retains all such rights, benefits, obligations and liabilities. Specifically, but without limiting the generality of the foregoing, Assignor retains all and Assignee does not assume any obligations and liabilities relating to Assignor’s construction and installation of the Improvements in accordance with the Improvement Plans on the Kopf Parcels B, C and E Property and the Backbone Infrastructure, as specifically set forth in the Subdivision Improvement Agreement. As used in this Assignment, “Backbone Infrastructure” means all off-site backbone infrastructure that supports the Development such as streets, sewer, water, stormwater improvements, and all other off-site improvements outside of parcel boundaries, that are described or referenced in the Subdivision Improvement Agreement, other than the curbs, gutters, landscaping and sidewalks along the frontage immediately adjacent to the Kopf Parcel A Property. 4. Assignee’s Agreement to Provide Security. Within sixty (60) days after the date this Assignment is signed, Assignee will obtain and provide security in accordance with Chapter 30 of the Redwood City Municipal Code and Section 13 of the Subdivision Improvement Agreement for the scope of improvements that the Assignee will complete, and this Assignment shall not be effective until the date that Assignee provides the City of Redwood City with evidence that Assignee has obtained such security (the “Effective Date”). 5. Successors and Assigns. This Assignment shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto. 6. General Provisions. 6.1 Effectiveness. This Assignment shall be effective as of the Effective Date. Upon the Effective Date, except as provided above in Section 3, Assignee shall constitute the “Developer” under the Subdivision Improvement Agreement with respect to the Kopf Parcel A ATTY/AGR.2022.339/IQHQ Elco Yards, LP (Page 5 of 10)