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ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT AND BUSINESS
<br />SUBSIDY AGREEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT AND
<br />BUSINESS SUBSIDY AGREEMENT (this "Agreement") dated as of the day of
<br />July, 2011, is made and entered into by and among JON JACOBS, an adult resident of
<br />Minnesota and CPE EXCHANGE 25613, LLC, a Minnesota limited liability company
<br />(collectively, "Assignor"), and WISCONSIN LABEL CORPORATION, a Wisconsin
<br />corporation ("Assignee").
<br />WITNESSETH:
<br />WHEREAS, Assignor is the Developer under that certain Tax Abatement and
<br />Business Subsidy Agreement dated February 28, 2006 (the "Abatement Agreement"), by
<br />and between Assignor, as Developer, the City of Elk River, Minnesota a Minnesota
<br />municipal corporation ("City"); and
<br />WHEREAS, Assignor has, on June 30, 2011, conveyed that certain real property,
<br />legally described as Lot 2, Block 2, Elk River Business Park, Sherburne County,
<br />Minnesota (the "Tax Abatement Property"), to CPE Exchange 26404, LLC which has
<br />which has leased the Tax Abatement Property to Wisconsin Label Corporation (the
<br />"Assignee") and the Assignee has acquired the assets of Quality Label and Barcoding
<br />Incorporated; and
<br />WHEREAS, the Tax Abatement Property is subject to the Abatement; and
<br />WHEREAS, Assignor desires to assign its obligations, rights and interest in, to
<br />and under the Abatement Agreement to Assignee as of the date hereof (the "Transfer
<br />Date"), and Assignee desires to accept the assignment thereof and assume Assignor's
<br />obligations under the Abatement Agreement from and after the Transfer Date, all as more
<br />particularly hereinafter set forth.
<br />NOW, THEREFORE, in consideration of the foregoing and the covenants and
<br />agreements contained herein, Assignor and Assignee hereby covenant and agree as
<br />follows:
<br />1. Any capitalized term used herein and not otherwise defined herein shall
<br />have the meaning ascribed to such term in the Abatement Agreement.
<br />2. As of the Transfer Date, Assignor does hereby grant, transfer, and assign
<br />to Assignee all of Assignor's rights, title and interest in, to and under the Abatement
<br />Agreement.
<br />3. Assignor hereby agrees to indemnify and defend Assignee, its successors
<br />and assigns, and its and their employees, agents, members, managers and officers
<br />(collectively the "Assignee Indemnified Parties") against, and hold the Assignee
<br />Indemnified Parties harmless from, any and all cost, liability, loss, damage or expense,
<br />388743v2 JSB EL185-13
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