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ASSIGNMENT AND ASSUMPTION AGREEMENT
<br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
<br />entered into as of the day of , 2018, by and between WIRELESS
<br />ENVIRONMENT, LLC, an Ohio limited liability company ("Assignor"), and RING, Inc., a
<br />Delaware corporation ("Assignee").
<br />WHEREAS, Assignor entered into an Economic Development Incentive Agreement dated
<br />May 17, 2016 (the "Incentive Agreement"), a copy of which is attached hereto as Exhibit A, with
<br />Mayfield Village, Ohio, a charted political subdivision in Ohio (the "Village") and the Mayfield
<br />Community Improvement Corporation, an Ohio not-for-profit corporation ("MCIC"); and
<br />WHEREAS, for each calendar year of the term of this Incentive Grant Agreement, the
<br />Company shall generate a minimum income tax revenue of Thirty Thousand Dollars ($30,000.00)
<br />("MITR"); and
<br />WHEREAS, the Incentive Agreement provides the incentive grant from the Village to
<br />Assignor in an amount equal to Thirty Percent (30%) of the Assignor's income taxes withheld
<br />from W-2 employees and taxes paid to the Village by 1099 contract employees for wages earned
<br />at 600 Beta Drive in the Village based upon Assignor's final net annual payroll during the five (5)
<br />calendar years beginning January 1, 2017 and concluding December 31, 2021; and
<br />WHEREAS, pursuant to Section VII of the Incentive Agreement, it may be assigned, with
<br />the express written approval of the Village, to an entity purchasing substantially all of the assets
<br />of the Company where said entity purchasing continues the Company's same operations in the
<br />same loeation; and
<br />WHEREAS, Assignee acquired substantially all of the assets of Assignor, effective
<br />November 1, 2017, and continues Assignor's business operations at 600 Beta Drive, Mayfield
<br />Village, Ohio 44143;
<br />WHEREAS, capitalized terms used herein, but not otherwise defined_ will have the
<br />meanings specified in the Incentive Agreement.
<br />NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
<br />parties hereby agree as follows:
<br />Assi n? ment• Subject to the terms of the Incentive Agreement, Assignor hereby grants,
<br />conveys, transfers and assigns to Assignee all of its rights, title, and interest and its
<br />obligations and liabilities in accordance with the terms of the Incentive Agreement.
<br />2. Assumption. Assignee does hereby accept such assignment, and assumes and agrees
<br />to pay, perform, honor and discharge, as and when due, all of Assignor's liabilities,
<br />obligations, covenants, agreements, terms, provisions, and conditions from the date
<br />hereof, in each case in accordance with the terms of the Incentive Agreement.
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