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MU200-204-739901.v2 <br />ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT <br />AND CONSENT TO ASSIGNMENT <br />THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT AND <br />CONSENT TO ASSIGNMENT (this “Assignment”) is made effective as of _______ ___, 2024, <br />by and between Elk River Economic Development Authority, a Minnesota body corporate and <br />politic (the “EDA”) and Java Companies LLC, a Minnesota limited liability company and its <br />permitted assigns (“Assignor”) and Java Elk River Retail LLC, a Minnesota limited liability <br />(“Assignee”). <br />RECITALS <br />A. The EDA and Assignor have entered into that certain Purchase Agreement dated April <br />15, 2024, (“Purchase Agreement”) pursuant to which Seller agreed to sell to Assignor, <br />and Assignor agreed to purchase from Seller, the Property, as described in the Purchase <br />Agreement. <br />B. Assignor desires to assign its rights under the Purchase Agreement to Assignee. <br />C. The EDA desires to consent to such assignment and transfer of the Purchase Agreement <br />upon the terms hereinafter set forth. <br />NOW, THEREFORE, for valuable consideration in consideration of the foregoing <br />recitals, the mutual covenants and agreements set forth herein, and other good and valuable <br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties <br />hereby agree as follows: <br />1. Assignment. Assignor hereby assigns to Assignee, all of Assignor’s right, title and <br /> interest in and to the Purchase Agreement. <br />2. Acceptance of Assignment. Assignee hereby accepts the foregoing assignment and <br />agrees to assume and perform all the Assignor’s obligations under the Purchase <br />Agreement which arise on or after the effective date of the Purchase Agreement <br />(“Effective Date”). The Assignee shall be the Buyer under the Purchase Agreement <br />for all purposes on and after the Effective Date. <br />3. Indemnity. Assignor agrees to indemnify and hold harmless Assignee with respect to <br />any claims or liabilities arising from the Assignee’s acts or omissions prior to the <br />Effective Date. <br />4.Seller Consent. Seller hereby consents to such assignment of the Purchase Agreement <br />from Assignor to Assignee and to such assumption by Assignee, all as provided in this <br />Assignment and in the Purchase Agreement. Seller releases and discharges Assignor <br />from all obligations under the Purchase Agreement arising or accruing on or after the <br />Effective Date. <br />Page 11 of 14