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MODIFICATION, ASSIGNMENT AND ASSUMPTION OF
<br />CONDITIONAL ASSIGNMENT OF RIGHTS AGREEMENT
<br />THIS MODIFICATION, ASSIGNMENT AND ASSUMPTION OF CONDITIONAL
<br />ASSIGNMENT OF RIGHTS AGREEMENT (the “Agreement”), made as of this ___ day of May,
<br />2018, by and among the Economic Development Authority of the City of Little Canada, a Minnesota
<br />municipal corporation (the “City”), Suite Living Specialty Senior Services, LLC, a Minnesota limited
<br />liability company (“Assignor”), and Dignicare Properties of Little Canada, LLC, a Minnesota limited
<br />liability company (“Assignee”).
<br />RECITALS:
<br />WHEREAS, Property Inc., a Minnesota corporation, as seller, and the Economic Development
<br />Authority of the City of Little Canada, a political subdivision under the laws of the State of Minnesota as
<br />buyer (the “City”), entered into that certain Purchase Agreement dated December 20, 2017 (“Purchase
<br />Agreement”) for sale and purchase of real property in Ramsey County, Minnesota, as legally described in
<br />the Purchase Agreement (the “Property”); and
<br />WHEREAS, the City and Assignor entered into that certain Conditional Assignment of Rights
<br />dated December, 2017 (the “Conditional Assignment of Rights”), whereby the City assigned its interest
<br />in the Purchase Agreement to Assignor with certain conditions as outlined in the Conditional Assignment
<br />of Rights, including, but not limited to, Assignor constructing a senior living/memory care facility on the
<br />Property (the “Project”). The Purchase Agreement and Conditional Assignment of Rights is attached
<br />hereto as Exhibit A; and
<br />WHEREAS, Assignee was formed as a single purpose limited liability company to own the
<br />Property that the Project will be built on; and
<br />WHEREAS, Assignor now wishes to assign its rights and obligations under the Conditional
<br />Assignment of Rights to Assignee, and Assignee wishes to assume such rights and obligations under the
<br />Conditional Assignment of Rights, as amended in this Agreement.
<br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which is hereby acknowledged, the parties hereto agree as follows:
<br />1. Assignor does hereby grant, transfer, and assign to Assignee all of its rights and interests
<br />in, to and under the Conditional Assignment of Rights, as amended.
<br />2. Assignee hereby accepts this Agreement and assumes and agrees to faithfully abide
<br />by, perform, and discharge each and every term, covenant, and condition of the Conditional
<br />Assignment of Rights, as amended, and the exhibits thereto applicable to Assignor first arising from
<br />and after the date of this Agreement and to be fully bound by all of the foregoing. Assignee hereby
<br />agrees to indemnify and hold Assignor harmless from and against any and all claims, expenses, costs,
<br />obligations, or other liabilities with respect to the Conditional Assignment of Rights, as amended,
<br />arising or incurred from and after the date hereof.
<br />3. The City, Assignor, and Assignee agree to amend and modify the Conditional Assignment
<br />of Rights as follows:
<br />a. The $200,000.00 of consideration paid to the City is allocated as follows:
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