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<br />STATE OF NORTH CAROLINA
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<br /> ASSIGNMENT AND ASSUMPTION AGREEMENT
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<br />COUNTY OF ORANGE
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<br />THIS ASSIGNMENT AND ASSUMPTION OF INCENTIVE AGREEMENT
<br />WITH ORANGE COUNTY, NORTH CAROLINA AND CONSENT TO
<br />ASSIGNMENT ("Assignment Agreement") is entered into by and among Orange County,
<br />North Carolina, whose address is P.O. Box 8181, Hillsborough, North Carolina, 27278
<br />(“County” or “Obligor”), Medline Industries, LP (formerly Medline Industries, Inc.) , an
<br />Illinois Limited Partnership doing business in Orange County, North Carolina (“Assignor”),
<br />both parties to the Original Incentive Agreement (“Original Agreement”) incorporated herein by
<br />reference, and Medline Industries, LP, and MRE Propco LP, both Illinois Limited Partnerships
<br />(“Assignee”) effective the 30th day of September, 2021 (“Effective Date”).
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<br /> WHEREAS, Medline Industries, LP , of Northfield, Illinois, desires to assign to Assignee
<br />all of its rights, duties, obligations, and interest in and to the Original Agreement; and
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<br />WHEREAS, Medline Industries, LP, and MRE Propco LP, of Northfield, Illinois, desire
<br />to assume all of Assignor’s rights, duties, obligations, and interest in and to the Original
<br />Agreement; and
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<br />WHEREAS, County is willing to consent to the assumption by Assignee of Assignor’s
<br />rights, duties, obligations, and interest in and to the Original Agreement.
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<br />NOW THEREFORE, in consideration of the foregoing preambles which by this reference
<br />are incorporated herein and other good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged, the parties hereby consent to the Assignment Agreement, subject
<br />to the following terms and conditions, all of which are hereby acknowledged and agreed to by
<br />the parties:
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<br />1. Assignment. Assignor hereby conveys, assigns and transfers to Assignee all of
<br />Assignor's rights, duties, obligations, and interest in and to the Original Agreement. Assignor shall
<br />execute and deliver to Assignee such further assignments, acknowledgments, and documents as
<br />Assignee may reasonably request in order to confirm or give notice of the transfer affected
<br />by this Assignment Agreement.
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<br />2. Acceptance and Assumption. Assignee hereby accepts the assignment of
<br />Assignor's rights, duties, obligations, and interest in and to the Original Agreement, and shall be
<br />bound by all of the terms of the Original Agreement in Assignor's place and stead. Assignee
<br />assumes and shall faithfully perform in Assignor's stead, as and when due, any and all tasks,
<br />DocuSign Envelope ID: 30D9C700-8EE2-4E36-9607-E01128CEFC14
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