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<br />ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PRIVATE DEVELOPMENT AND
<br />ASSIGNMENT OF TIF NOTE
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<br /> THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT OF PRIVATE DEVELOPMENT
<br />AND ASSIGNMENT OF TIF NOTE, made as of ____________, 2023 (the “Assignment”), is between the
<br />LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA, a public body corporate
<br />and politic of the State of Minnesota (the “Authority”), AX LINO LAKES L.P., a Delaware limited liability
<br />company (the “Assignor”), and OIVF III CLEARWATER, LLC, a Delaware limited liability company (the
<br />“Assignee”).
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<br />RECITALS
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<br /> The Authority, United Properties Development LLC, a Minnesota limited liability company (“United
<br />Properties”), and Distribution Alternatives, Inc., a Minnesota corporation (the “Tenant”), entered into the
<br />Contract for Private Development, dated July 25, 2016, between the Authority, United Properties Development
<br />LLC, a Minnesota limited liability company (“United Properties”), and Distribution Alternatives, Inc., a
<br />Minnesota corporation, as tenant, recorded in the Office of County Recorder of Anoka County, Minnesota on
<br />November 1, 2016 as Document No. 2153796.001, as assigned pursuant to the Assignment and Assumption
<br />of Contract for Private Development and Assignment of TIF Note, dated December 20, 2017 (collectively, the
<br />“Contract”), between the Authority, United Properties, as assignor, and AX Lino Lakes L.P., a Delaware
<br />limited partnership (“AX Lino Lakes”), as assignee, recorded in the Office of County Recorder of Anoka
<br />County, Minnesota on January 2, 2018 as Document No. 2189877.004, regarding the development of an
<br />approximately 400,000 square foot warehouse and distribution facility with related office space and other
<br />improvements to be constructed on property legally described in EXHIBIT A attached hereto (the “Land”) for
<br />use by the Tenant in its distribution business (the “Minimum Improvements”), and in turn the Authority issued
<br />its Tax Increment Revenue Note, Series 2017 (the “TIF Note”), in the original aggregate principal amount
<br />of $1,200,000, to reimburse United Properties for certain public improvements and site preparation costs. The
<br />TIF Note was subsequently assigned to the Assignor.
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<br /> The Assignor desires to assign to the Assignee all of its interest in the Contract and the TIF Note
<br />and its rights and obligations under the Contract, and the Assignee desires to assume such interest in the
<br />Contract and the TIF Note and the rights and obligations under the Contract.
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<br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
<br />hereby acknowledged, the parties agree as follows:
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<br />1. Definitions. All capitalized terms not defined herein shall have the meanings given such
<br />terms in the Contract.
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