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Lease Assignment Agreement

1. Parties. This Assignment is made as of ________ [date], between ________ [name], a ________ [state] corporation having principal office at [address] (Assignor), and ________ [name], a ________ [state] corporation having principal office at ________ [address] (Assignee).

2. Lease. Assignor is the tenant under a lease dated [date] between Assignor and ________ [name], as landlord (Landlord). A true and complete copy of such Lease is attached as Exhibit A (Lease) [omitted].

3. Assignment and Assumption.

a. Assignment by Assignor. Assignor assigns to Assignee all of Assignor's rights and interest in the Lease and the Premises leased in such Agreement, including the Security Deposit of ---------- dollars ($----------) held by Landlord. This Assignment is effective as of [date] (Effective Date).

b. Assumption by Assignee. Assignee assumes, as of the Effective Date, all of the terms and obligations of the Lease that are imposed on Assignor. Assignee will indemnify and hold Assignor harmless against any claim or damage (including reasonable lawyer fees) arising out of Assignee's default in performing the terms of the Lease for the period on or after the Effective Date.

4. Assignor's Representations.

a. Full Force. Assignor represents and warrants that the Lease is in full force and effect, and that, to Assignor's best knowledge, no default is outstanding on either Assignor's or Landlord's part under the Lease.

b. No Encumbrances. Assignor represents and warrants that neither Assignor's interest in the Lease nor the Premises described in the Lease have been encumbered by Assignor or any prior tenant. In addition, Assignor has the authority to assign the Lease, subject to Paragraph 5, and has not previously assigned or agreed to assign the Lease.

c. No Amendments. Assignor represents and warrants that the Lease will not be amended in any manner after the date of this Assignment.

d. Truth at Closing. All of Assignor's representations and warranties contained in this Paragraph 4 or otherwise contained in this Assignment must be true as of the Effective Date. This condition is an express condition to Assignee's obligations under this Assignment.

5. Landlord's Consent. Landlord's consent is required for the Assignment of the Lease, as stated in Paragraph --------- of the Lease. Landlord has consented to this Assignment. Attached in Exhibit B is a true and complete copy of Landlord's consent [omitted].

6. Assignor's Obligations.

a. Vacant Premises. Assignor agrees to deliver to Assignee actual possession of the Premises described in the Lease on the Effective Date. The Premises will be delivered vacant.

b. Further Instruments. Assignor will execute and deliver to Assignee any further instruments and do such further acts as are necessary to effectuate this Assignment, within reasonable request.

c. Indemnification. Assignor will indemnify and hold Assignee harmless against any claim or damage (including reasonable lawyer fees) arising out of Assignor's default in performing the terms of the Lease for the period prior to the Effective Date.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.

[Assignor]

By: [signature]

[title]

[Assignee]

By: [signature]

[title]

ACKNOWLEDGEMENT BY NOTARY PUBLIC

State of ________)

) SS.:

County of________)

On ________, before me, ________, Notary Public, personally appeared ________, who proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under the PENALTY OF PERJURY under the laws of the State of _________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

[signature]

Name of Notary

Notary Public

My Commission Expires

Seal