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ASSIGNMENT AND ASSUMPTION OF
<br />TAX ABATEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION OF TAX ABATEMENT (this
<br />"Agreement") dated as of the day of March, 2016, is made and entered into by and
<br />among ENVISION 3, LLC, a Minnesota limited liability company (the "Assignor") and
<br />SPORTECH, INC., a Minnesota corporation (the "Assignee").
<br />WITNESSETH:
<br />WHEREAS, Assignor (by previous assignment) is the Developer (i) under that
<br />certain Tax Abatement Agreement dated September 14, 2016 (the "Abatement
<br />Agreement"), by and between Assignor and the City of Elk River, Minnesota, a
<br />Minnesota municipal corporation ("City"); (ii) under that certain Mortgage, Security
<br />Agreement, Assignment of Leases and Rents, and Fixture Financing Statement dated
<br />September 14, 2016 (the "Mortgage"), from the Assignor, as mortgagor, in favor of the
<br />City; and (iii) under that certain Promissory Note dated September 14, 2016 (the "Note")
<br />from the Developer in favor of the City;
<br />WHEREAS, Assignor desires to transfer Lots 1 and 2, Block 2, Natures Edge
<br />Business Center Second Addition, Sherburne County, located in the City (the "Property")
<br />and the Project (as defined in the Abatement Agreement) to the Landlord and assign its
<br />obligations, rights and interest in, to and under the Abatement Agreement to Assignee;
<br />and
<br />WHEREAS, Assignee and Meritex Elk River, LLC (the "Landlord") are parties to
<br />that certain Lease Agreement of even date herewith ("Lease Agreement"), a copy of
<br />which is attached hereto as Exhibit A and incorporated herein by reference; and
<br />WHEREAS, Assignee is willing to accept the assignment of the Property and
<br />assume certain obligations of Assignor under the Abatement Agreement, all as more
<br />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.
<br />2. 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 />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 />476641vl JSB EL185-31
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