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10429233v2 <br /> <br /> <br />ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE DEVELOPMENT <br />AND ASSIGNMENT OF TIF NOTE <br />THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE <br />DEVELOPMENT AND ASSIGNMENT OF TIF NOTE (this “Assignment”), is made and <br />entered into as of the ____ day of _________, 2017, by and among the LINO LAKES <br />ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the <br />laws of the State of Minnesota (the “Authority”), UNITED PROPERTIES DEVELOPMENT <br />LLC, a Minnesota limited liability company (the “Assignor”), and AX LINO LAKES L.P., a <br />Delaware limited partnership (the “Assignee”). <br />W I T N E S S E T H: <br />WHEREAS, the Authority, the Assignor, and Distribution Alternatives, Inc., a Minnesota <br />corporation, entered into that certain Contract for Private Development dated July 25, 2016 (the <br />“Development Agreement”) filed with the Office of the County Recorder for Anoka County on <br />November 1, 2016, as Document No. 2153796.001, pertaining to the development and <br />construction of the project located in Lino Lakes, Minnesota, legally described on Exhibit A <br />attached hereto and hereby made a part hereof (the “Project”); and <br />WHEREAS, pursuant to the terms and subject to the conditions of the Development Agreement, <br />the Authority executed and delivered to the Assignor that certain Tax Increment Revenue Note <br />dated as of November 22, 2017, in the original principal amount of $1,200,000.00 (the “TIF <br />Note”); and <br />WHEREAS, the Assignor and Artis US Holdings III L.P. a Delaware limited partnership <br />(“Artis”) have entered into that certain Purchase and Sale Agreement dated as of June 30, 2017 <br />(as amended, the “Purchase Agreement”), concerning the sale of the Project by the Assignor to <br />Artis; and <br />WHEREAS, Artis on or before the execution of this Assignment will assign the Purchase <br />Agreement to Assignee; and <br />WHEREAS, the Assignee has required, as an express condition to closing under the Purchase <br />Agreement, that the Assignor assign all of its rights under the TIF Note and the Development <br />Agreement to the Assignee.