ASSIGNMENT AND ASSUMPTION OF REAL  ESTATE  PURCHASE AND SALE AGREEMENT
  

   
  

  
   THIS  ASSIGNMENT AND  ASSUMPTION  OF  REAL  ESTATE  PURCHASE AND SALE,      AGREEMENT (this  "Assignment")  is  made  and  entered  into  as  of  the  26th day of August 2021,  (the  "Assignment Effective Date") by  and between  GRAND PRAIRIE   PARTNERS,   LLC,   an  Iowa   limited   liability   company   ("Assignor"),  and   RIZZUTI HOLDINGS  III, LLC, an Iowa limited liability  company  ("Rizzuti"), and AJE PROPERTIES  II L.C.,  an Iowa  limited liability  company  ("AJE), as tenants-in  common.  Rizzuti  and  AJE  are collectively  referred to herein  as "Assignee".    For value received,   and  in consideration of the sum   of Ten   Dollars   ($10.00)  and  other   good  and  valuable   consideration,  the  receipt  and sufficiency of which  is hereby  acknowledged, the patties hereto  agree  to the  following  recitals, terms and conditions:
   
  


  
   1.              Recitals.  Assignor  is the  Buyer  under  that  certain Purchase  and  Sale  Agreement dated   as  of July   8,  2021,  by  and  between  Assignor   and  AEI  NET   LEASE   INCOME   & GROWTH FUND  XX  LIMITED  PARTNERSHIP,  a Minnesota  limited  partnership,  and  AEI INCOME  & GROWTH FUND  27 LLC,  a Delaware  limited  liability  company,  collectively as Seller,  as  amended by  that  certain   First  Amendment to  Purchase  and  Sale Agreement dated effective as of  August  9, 2021 (collectively,  the  "Contract")  with  respect  to the  real  property located   at  and  commonly   known   as  1600 North  Milwaukee   Avenue,  Vernon   Hills,  Illinois 60061, as more  specifically described in the Contract (the "Property").
   
  


  
   2.          Assignment  and Assumption.   Assignor  hereby assigns,  sets  over,  transfers,  and conveys  to Assignee  all of Assignor's right,  title and interest (i) as Buyer under  the Contract  and (ii)  under   all  estoppel  certificates  and  letters   delivered  to  Assignor   in  connection  with  the Contract;   and  Assignee  hereby   agrees  to  and   accepts  such  assignment.  Assignee  expressly  assumes  and  agrees  to  keep,  perform,  and  fulfill  all  of the terms,  conditions,  covenants, and obligations  required of Assignor  under  the  Contract  subsequent to the  date  of this Assignment. Assignor  agrees  to remain  fully liable for performance of the obligations, terms  and conditions  of the  Contract as  if it  were  still  a party  to  the  Contract,   and  this  Assignment shall  not  relieve  Assignor  of its obligations under the Contract.
   
  


  
   3 .               Assignor  Representation and Warranty.   Assignor  represents and warrants  that it is the Buyer  under  the Contract,  and that  it has not sold, assigned, transferred,  or  encumbered such interest in any way to any other person or entity.
   
  


  
   4.         Assignee's Indemnification of Assignor.   Assignee agrees to indemnify, defend, protect  and  hold  Assignor  harmless  from  and  against  all liabilities,  obligations,  actions, suits, proceedings   or  claims,  and  all  costs  and  expenses,  including  but  not  limited  to  reasonable attorneys'  fees, incurred  in connection with the  Contract  to the extent  accruing on or after the Assignment  Effective  Date or based upon or arising  out of any breach  or alleged breach  of the Contract by Assignee  accruing  or alleged to have accrued on or after the Assignment Effective Date.
   
  


  
   5.            Assignor's Indemnification  of Assignee.  Assignor agrees to indemnify,  defend, protect  and hold Assignee harmless  from  and  against  all liabilities,  obligations, actions, suits, proceedings  or  claims,  and  all  costs  and  expenses,  including  but  not  limited  to  reasonable
  


  
   attorneys  fees,  incurred  in  connection  with  the  Contract  to  the  extent  accruing prior  to  the Assignment Effective  Date or based upon or arising  out  of any breach  or alleged breach of the Contract  by  Assignor   accruing  or  alleged  to  have  accrued  prior  to  the  Assignment  Effective  Date.
  


  
   6.         Title to the Property.   Provided  that  the  purchase and  sale  of  the  Property  as contemplated by the Contract proceeds to closing, Rizzuti  and AJE agree  that  each shall take title to an undivided  50% tenant  in common interest  in the Property at such closing.
   
  


  
   7.         Binding Effect.    This  Assignment  shall  be binding upon  and  shall  inure  to  the benefit  of the parties  and their representatives, successors  and assigns.
   
  


  
   8.           Governing   Law.     This   Assignment   shall  be  governed   by   and   construed   in accordance with the  laws of the State of Iowa.
   
  


  
   9.        Counterparts.   This  Assignment may  be  executed   in one  or more  counterparts, each  of  which shall  be  deemed   an  original  and  all  of which,  when  taken  together,   shall  be deemed  to be one  Assignment.   This  Assignment may  be  executed via,  and  the  parties  hereto  may  rely  on,  electronic  signatures   (e.g.,  DocuSign)   and  electronically transmitted  copies  of executed  counterparts  (e.g.,  e-mail  or  facsimile)   as  if  such  copies  were  for  all  intents   and purposes  originals,  and all such  signatures  shall be binding upon the parties hereto
  


  
   (signatures on following page)



  
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   In  witness whereof,  the  parties  have  executed  this  Assignment  as  of the  Assignment

  
   Effective  Date.
  

   
  

  
   ASSIGNOR:
  

   
  

  
   GRAND PRAIRIE PARTNERS, LLC
  

  
   An Iowa limited liability company
  

   
  

  
   By:  /s/ James Rizzuti
  

  
   James Rizzuti, Managing Member
  

   
  

   
  

   
  

  
   ASSIGNEE:
  

   
  

  
   RIZZUTI HILDINGS III, LLC,
  

  
   an Iowa limited liability company
  

   
  

  
   By:  /s/ James Rizzuti
  

  
   James Rizzuti, Manager
  

   
  

   
  

  
   AJE PROPERTIES II L.C.,
  

  
   an Iowa limited liability company
  

   
  

  
   By:  /s/ Andre J Ekis
  

  
   Andre J Ekis, Manager