Agmt21 Purchase and Sale- 1306 Main

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120695-00000288/5492490.1 1199\11\3154282.1 10-26-21 SK CONSENT TO ASSIGNMENT OF 1306 SOUTH MAIN PURCHASE AND SALE AGREEMENT THIS CONSENT TO ASSIGNMENT OF 1306 SOUTH MAIN PURCHASE AND SALE AGREEMENT (“Consent”) is dated effective October ___ 2021, by the City of Redwood City, a charter city and municipal corporation (the “City”). Recitals: A. Greystar GP II, LLC, a Delaware limited liability company (as trustee for GS RWC SM Office Owner, LLC a Delaware limited liability Company) (“Assignor”) and the City previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of November 16, 2020 (the “1306 Purchase Agreement”). B. The 1306 Purchase Agreement sets forth the terms and conditions for Assignor’s acquisition of, among other things, that certain real property located at 1306 Main Street, Redwood City, California (the “1306 Property”), which will be redeveloped as well as adjacent properties owned or controlled by Assignor as part of a mixed use development that will include 540 residential units including at least 147 affordable units, approximately 530,000 square feet of office, approximately 28,800 square feet of retail and approximately 8,400 square feet of childcare facility generally located between El Camino, Maple Street, Cedar Street and Main Street (the “Development”). The 1306 Purchase Agreement includes obligations of Assignor to the property located at 1306 Property and related to the affordable housing project to be located at 1304 El Camino Real, Redwood City, CA (“Parcel F”). C. Assignor shall remain obligated for all obligations related to Parcel F and is not assigning any obligation therein. D. Assignor does desire to assign to IQHQ Acquisitions, LLC, a Delaware limited liability company, or its affiliate (“IQHQ”) that portion of the 1306 Purchase Agreement relating to the 1306 Property including all obligations and liabilities related to the 1306 Property; and therefore IQHQ will become responsible for all obligations under the 1306 Purchase Agreement except for the obligations relating to Parcel F and the Affordable Housing Requirements (the “Proposed 1306 Assignment”). E. As reflected in the attached form of the Partial Assignment and Assumption of 1306 South Main Purchase and Sale Agreement (Exhibit A) and for sake of clarity, Assignor is retaining any and all obligations and liabilities relating to Parcel F, including without limitation, obtaining all approvals for and constructing an affordable housing building on Parcel F, relocating tenants, meeting the City’s milestones and deadlines in connection with the foregoing, obtaining the City’s approval of the “Building F Financing Plan”, providing the City with the “Guaranty”, the “Option to Purchase”, and otherwise paying and incurring penalties relating to the failure to construct such affordable housing building on Parcel F including the obligations at Assignor's election to either pay Delay Damages (as defined in the 1306 Purchase Agreement) or to provide the Replacement Housing Units (as defined in the 1306 Purchase Agreement) at Parcels A or D, all as specifically set forth in the 1306 Purchase Agreement (collectively, the “Affordable Housing Requirements”). Capitalized terms in this paragraph are defined in the 1306 Purchase Agreement. ATTY/AGR.2021.271/Greystar GP II, LLC (Consent to Assignment - 1306 Main) (Page 1 of 5)