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ASSIGNMENT AND ASSUMPTION OF TAX
<br /> ABATEMENT, MORTGAGE AND NOTE
<br /> THIS ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT,
<br /> MORTGAGE AND NOTE (this "Agreement") dated as of the day of November,
<br /> 2015, is made and entered into by and among ENVISION COMPANY, LLC, a
<br /> Minnesota limited liability company (the "Assignor") and ENVISION 3, LLC, a
<br /> Minnesota limited liability company (the "Assignee").
<br /> WITNESSETH:
<br /> WHEREAS, Assignor is the Developer (i) under that certain Tax Abatement
<br /> Agreement dated September 14, 2015 (the "Abatement Agreement"), by and between
<br /> Assignor and the City of Elk River, Minnesota, a Minnesota municipal corporation
<br /> ("City"); (ii) under that certain Mortgage, Security Agreement, Assignment of Leases and
<br /> Rents, and Fixture Financing Statement dated September 14, 2015 (the "Mortgage"),
<br /> from the Assignor, as mortgagor, in favor of the City; and (iii) under that certain
<br /> Promissory Note dated September 14, 2015 (the "Note") from the Developer in favor of
<br /> the City;
<br /> WHEREAS, Assignor, Assignee and Sportech, Inc., a Minnesota corporation (the
<br /> "Company") are parties to that certain Transfer Agreement of even date herewith
<br /> ("Transfer Agreement"), a copy of which is attached hereto as Exhibit A and
<br /> incorporated herein by reference; and
<br /> WHEREAS, pursuant to the Transfer Agreement, Assignor desires to transfer of
<br /> Lots 1 and 2, Block 2, Natures Edge Business Center Second Addition, Sherburne
<br /> County, located in the City (the "Property") and the Project (as defined in the Abatement
<br /> Agreement) and assign its obligations, rights and interest in, to and under the Abatement
<br /> Agreement, Mortgage and Note to Assignee; and
<br /> WHEREAS, Assignee is willing to accept the assignment of the Property and
<br /> assume certain obligations of Assignor under the Transfer Agreement and the Abatement
<br /> Agreement, Mortgage and Note, all as more particularly outlined in this Assignment.
<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, Mortgage and
<br /> Note.
<br /> 2. Upon the fulfillment of the conditions outlined in the Transfer Agreement
<br /> ("Transfer Date"), Assignor does hereby grant, transfer, and assign to Assignee all of
<br /> Assignor's rights, title, benefits and interest in, to and under the Abatement Agreement,
<br /> Mortgage and Note.
<br /> 471047v2 JSB BL185-31
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