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ASSIGNMENT AND ASSUMPTION
<br />This Assignment and Assumption (this "Assignment") is made as of _ ,
<br />2026, by PARIS TOWNE CENTER LLC, a Texas limited liability company ("Grantor"), and
<br />[CORSAIR PROPERTY COMPANY, LLC, a Texas limited liability company] ("Grantee").
<br />ASSIGNMENT
<br />For and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other
<br />good and valuable consideration to Grantor paid by Grantee, the receipt and sufficiency of which
<br />are acknowledged, Grantor and Grantee agree as follows:
<br />1. Assimment.
<br />Grantor GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's interest in that certain
<br />Economic Development Agreement dated March 2, 2022 (the "EDA"), between Seller's
<br />predecessor -in -interest and the City of Paris, Texas (the "City"), to the extent pertaining to the real
<br />property (the "Real Property") described on Exhibit A attached to this Assignment, collectively
<br />with all payments under the EDA, if any, from and after the date of this Assignment. Except as
<br />expressly set forth in the Contract of Sale between Grantor and Grantee to which this Assignment
<br />relates, the EDA is sold and conveyed, AS IS, WHERE IS, AND WITH ALL FAULTS, and
<br />without recourse against Grantor.
<br />2. Assumption.
<br />Grantee assumes and agrees to perform all terms, covenants, conditions and obligations of the
<br />EDA, to the extent arising or accruing on or after the date of this Assignment.
<br />3. Indemnil y.
<br />(a) Grantee agrees to indemnify, defend, and hold harmless Grantor, its affiliates,
<br />officers, directors, employees, and agents, from any cost, liability, damage or
<br />expense (including reasonable attorneys' fees) arising out of or relating to Grantee's
<br />failure to perform any material obligations of Grantee under the EDA, to the extent
<br />accruing on or after the date of this Assignment.
<br />(b) Grantor agrees to indemnify, defend, and hold harmless Grantee, its affiliates,
<br />officers, directors, employees, and agents, from any cost, liability, damage or
<br />expense (including reasonable attorneys' fees) arising out of or relating to Grantor's
<br />failure to perform any material obligations of Grantor under the EDA, to the extent
<br />accruing prior to the date of this Assignment.
<br />4. Counterarts.
<br />This Assignment may be executed in multiple counterparts, each of which shall be considered an
<br />original but constitute one and the same instrument when more than one of such counterparts are
<br />taken together. Proof of this Assignment does not require the presentment of all such counterparts,
<br />49581628v.1
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