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<br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />_______________________________________________________________________________ <br />ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT <br /> (Above space reserved for recording information) <br /> <br /> THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (“Agreement”) <br />is made as of _______________, 2015, by and between Arden Plaza, LLC, a Minnesota limited liability company <br />(“Seller”) whose address for notice is 1625 Energy Park Drive, Suite 100, St. Paul, MN 55108, and Frattallone I, <br />LLC, a Minnesota limited liability company (“Buyer”) whose address for notice is 3527 North Lexington <br />Avenue, Arden Hills, MN 55126. <br /> <br />RECITALS <br /> <br />A. Pursuant to that certain Purchase Agreement dated July 31, 2015, as amended, between Buyer, and <br />Seller (the “Purchase Agreement”), Buyer is acquiring certain real property legally described as <br />Lot 3, Block 1, Arden Plaza Second Addition, City of Arden Hills, Ramsey County, Minnesota (the <br />“Property”). <br /> <br />B. The Property is subject to that certain Amended and Restated Master Planned Unit Development <br />Agreement and Phase I Development Contract by and among Seller, the City of Arden Hills, <br />Minnesota (the “City”) and PAMELA A. COUCH, as Trustee of the Pamela A. Couch 2011 <br />Trust dated November 15, 2011, an undivided 25% interest; and JAMES G. COUCH, as <br />Trustee of the JGC Trust of 2007 dated August 14, 2007, an undivided 75% interest <br />(“Couch/JGC Trusts”) filed with the Ramsey County Examiner of Title on <br />___________________, as Document No. ___________, as amended by that certain Arden Plaza <br />First Amendment to Amended and Restated Master Planned Unit Development Agreement <br />and Phase I Development Contract (recording pending) (the “Development Agreement”). <br />Pursuant to the Development Agreement, Seller has undertaken certain obligations with respect to <br />the Property and additional property located adjacent to the Property (the “Retained Property”). <br /> <br />C. Pursuant to the Purchase Agreement, Buyer agreed to assume certain obligations undertaken by <br />Seller in accordance with the Development Agreement relating to the development of Phase III as <br />described in the Development Agreement on the Property but not with respect to other property <br />covered by the Development Agreement and certain rights of Seller under the Development <br />Agreement, which are set forth on Exhibit A attached hereto (the “Assumed Obligations”). As <br />such, Buyer and Seller desire that the Assumed Obligations be assigned to and assumed by Buyer, as <br />further set forth herein. <br /> <br /> <br />1 <br />