Agmt22IQHQ TRS Elco Yards, Inc- Consent to Assignment of Regulatory Agreement and Declaration of Restrictive Covenants (South Main Mixed Use - Parcel A)

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REV: 09-14-2022 SK CONSENT TO ASSIGNMENT OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (South Main Mixed Use – Parcel A) THIS CONSENT TO ASSIGNMENT OF REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (South Main Mixed Use – Parcel A) (this “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”), and the City previously entered into that certain Regulatory Agreement and Declaration of Restrictive Covenants (South Main Mixed Use – Parcel A) dated as of April 28, 2022, and recorded on June 1, 2022 as Instrument No. 2022- 044651 in the Official Records of San Mateo County, California (the “Regulatory Agreement”). B. The Regulatory Agreement sets forth certain requirements for the provision of affordable units on that certain real property (the “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, which will be redeveloped, together with certain adjacent properties, 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 but not defined in this Consent are defined in the Regulatory Agreement. C. Pursuant to the Partial Assignment attached hereto as Exhibit A (the “Proposed Regulatory Agreement Assignment”), Assignor desires to assign to IQHQ TRS Elco Yards, Inc. a Delaware corporation (“TRS” and “Assignee”) all of Assignor’s rights and benefits under the Regulatory Agreement, and Assignee desires to assume from Assignor all of the Assignor’s liabilities, duties, and obligations imposed in connection with the Regulatory Agreement. D. Section 6.5 of the Regulatory Agreement provides that Assignor may assign the Regulatory Agreement with prior written consent of the City Manager, and that, in connection with any such assignment, Assignor shall not be released from any obligations under the Regulatory Agreement unless and until the City receives a fully executed Proposed Regulatory Agreement Assignment from the approved Assignee, assuming all of Assignor’s obligations. E. This Consent is intended to act as written approval of the City for the Proposed Regulatory Agreement Assignment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Consent to Assignment. The City hereby approves the Proposed Regulatory Agreement Assignment. ATTY/AGR.2022.341/IQHQ Elco Yards, LP (Page 1 of 9) September 16