Commercial Lease Assignment Agreement

COMMERCIAL LEASE ASSIGNMENT AGREEMENT

This Commercial Lease Assignment Agreement (the agreement) is entered into as of by and between Assignor Name: and Assignee Name: .

RECITALS

WHEREAS, Assignor is the current tenant under that certain Lease dated (the Lease) between Landlord Name: and Assignor, concerning the premises commonly described as (the Premises).

WHEREAS, Assignor desires to assign to Assignee all of Assignor’s right, title and interest in and to the Lease, and Assignee desires to accept such assignment and assume the obligations of the tenant thereunder, on the terms and conditions set forth herein.

WHEREAS, the parties acknowledge that, to the extent required by the Lease, the assignment must be approved by the Landlord and that such approval may impose conditions on the parties.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT

1.1 Assignment. Subject to the terms and conditions of this agreement and to the extent permitted by the Lease, Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Lease and the right to possession of the Premises as of the Effective Date.

1.2 Scope. The assignment includes Assignor’s rights under the Lease relating to the Premises, including any options, rights of renewal or extension expressly set forth in the Lease, except as expressly excluded in Section 1.3.

1.3 Excluded Rights. Assignor expressly reserves the right to any security deposits held by Landlord unless expressly transferred below in writing and to any claims arising from events occurring prior to the Effective Date unless otherwise stated in this agreement.

2. ASSUMPTION OF OBLIGATIONS

2.1 Assumption. Effective as of the Effective Date, Assignee accepts and assumes all obligations and liabilities of Assignor under the Lease accruing on and after the Effective Date, including payment of rent, taxes, utilities and performance of maintenance and other tenant obligations.

2.2 No Release Unless Expressed. Except as expressly provided in a signed writing by Landlord, Assignor shall not be released from obligations under the Lease by virtue of this assignment. The parties understand that Landlord’s consent may be required to effect a release of Assignor.

3. CONSIDERATION

The parties acknowledge that the consideration described above constitutes the full and complete consideration for the assignments and assumptions set forth herein. Payment shall be made in the manner and on the dates agreed by the parties.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor’s Representations. Assignor represents and warrants that: (a) Assignor is the lawful tenant under the Lease and has full right and authority to assign its interest; (b) to Assignor’s knowledge, the Lease is in full force and effect except for breaches disclosed in writing to Assignee; (c) there are no outstanding defaults by Landlord known to Assignor that would materially impair Assignee’s rights; and (d) Assignor has not previously assigned the Lease except as disclosed in writing.

4.2 Assignee’s Representations. Assignee represents and warrants that: (a) it is duly organized and validly existing and has full power and authority to accept the assignment and perform the obligations assumed; (b) it has conducted such investigation of the Lease and the Premises as it deems necessary; and (c) it will perform all obligations under the Lease arising on or after the Effective Date.

5. LANDLORD CONSENT

5.1 Consent Requirement. The parties acknowledge that the Lease may require Landlord’s written consent to this assignment. Assignor agrees to use commercially reasonable efforts to obtain Landlord’s consent, including providing Landlord with any information reasonably requested.

5.2 Effect of Failure to Obtain Consent. If Landlord’s consent is required and is not obtained within days after execution of this agreement, either party may terminate this agreement by written notice to the other, whereupon any paid consideration shall be handled as agreed by the parties or returned.

6. INDEMNIFICATION

6.1 Indemnity by Assignee. Assignee shall indemnify, defend and hold Assignor harmless from and against any claims, liabilities, losses or expenses (including reasonable attorneys’ fees) arising out of Assignee’s failure to perform obligations under the Lease accruing on or after the Effective Date.

6.2 Indemnity by Assignor. Assignor shall indemnify, defend and hold Assignee harmless from and against claims, liabilities, losses or expenses arising out of Assignor’s breach or negligence with respect to obligations under the Lease accruing prior to the Effective Date.

7. DEFAULTS; REMEDIES

7.1 Remedies Cumulative. Except as expressly limited herein, the parties’ remedies for breach of this agreement are cumulative and in addition to any rights under the Lease or at law or in equity.

7.2 Notice of Default. The non-breaching party shall give written notice to the breaching party and a reasonable opportunity to cure where the breach is curable. Monetary defaults shall be cured within thirty (30) days of notice unless a shorter period applies under the Lease.

8. FURTHER ASSURANCES

Each party agrees to execute and deliver, at any time and from time to time, such further documents and instruments and to take such further actions as may be reasonably required to carry out the intent and purposes of this agreement, including facilitating Landlord’s consent.

9. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

10. GOVERNING LAW; VENUE

This agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any action arising out of or relating to this agreement shall be brought in the state or federal courts located in the county where the Premises are located, and the parties hereby submit to the exclusive jurisdiction and venue of such courts.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This agreement, together with any exhibits or consents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

11.2 Severability. If any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This agreement may be amended only by a written instrument signed by both parties and, where required by the Lease, by Landlord.

12.2 Waiver. The waiver by any party of a breach of any provision of this agreement shall not be deemed a waiver of any other breach or of such provision.

12.3 Counterparts. This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as original signatures.

13. SURVIVAL

The representations, warranties, covenants and indemnities contained in this agreement shall survive the consummation of the assignment and the termination of this agreement to the extent provided herein.

14. MISCELLANEOUS

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