LEGADO AT THE MET LLC (FORMERLY VINEYARD / VDC AT THE MET)

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I . Pursuant to Section 4.3 of the Amended Development Agreement, Assignor hereby assigns to Assignee all of Assignor's right, title and interest in, to and obligations under the Amended Development Agreement, related to the Benefited Land subject to the terms, covenants, conditions and provisions thereof, without warranty of any kind, express or implied. 2. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Amended. Development Agreement accruing from and after the Effective Date and agrees to perform and be bound by any and all of the terms, covenants, conditions and obligations under the Amended Development Agreement to be observed, kept or performed by Assignor, from and after the Effective Date. 3. The provisions of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 4. Accordingly, the parties desire to remove all references to the previous applicant, Vineyard Development, and the previous developer, Ryan Ogulnick, from the Amended Development Agreement. 5. Except as expressly modified by this Assignment, the Amended Development Agreement shall continue in full force and effect according to its respective terms. This Assignment shall not be construed as (i) conferring upon Assignor or Assignee any greater rights than those contained in the Amended Development Agreement, (ii) diminishing any rights under the Amended Development Agreement, (iii) assigning any provisions of the Amended Development Agreement other than as set forth herein, or (iv) modifying the Amended Development Agreement in any respect, other than as set forth herein. 6. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) and acknowledgment(s) thereon, provided such signature and acknowledgment pages are attached to any other counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to this Assignment attached thereto. [REMAINDER OF PAGE INTENTIONALLY LEFT BLAND] 2