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1 <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 HRP Edina, <br />LLC, a Minnesota limited liability company (“Buyer”) whose address for notice is 1501 Washington Avenue <br />South, Suite 300, Minneapolis, MN 55454-1039. <br /> <br />RECITALS <br /> <br />A. Pursuant to that certain Purchase Agreement dated April 13, 2015 between Buyer, and Seller (the <br />“Purchase Agreement”), Buyer is acquiring certain real property legally described as Lot 1, Block <br />1, Arden Plaza 2nd Addition (the “Property”) located in the City of Arden Hills, Ramsey County, <br />Minnesota. <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”) recorded with the Ramsey County Recorder Examiner of Title on <br />_____________ as document number ____________ as Amended by that certain Arden Plaza First <br />Amendment to Amended and Restated Master Planned Unit Development Agreement and Phase I <br />Development Contract recorded with the Ramsey County Recorder Examiner of Title on <br />_____________ as document number ____________ (the “Development Agreement”). Pursuant <br />to the Development Agreement, Seller has undertaken certain obligations with respect to the <br />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 />AGREEMENT <br />