ASSIGNMENT OF TENANT’S INTEREST AND ASSUMPTION OF LEASE
Exhibit 10.2
ASSIGNMENT OF TENANT’S INTEREST AND
ASSUMPTION OF LEASE
This Assignment of Tenant’s Interest and
Assumption of Lease (this “Assignment”) is
executed and delivered as of April 18, 2018, by and between
SharpSpring Technologies,
Inc., a Delaware corporation (“Assignor”), and
Celebration Pointe Office Partners
II, LLC, a Florida limited liability company
(“Assignee”), and joined by Capital Assets Group, LLC, a Florida
limited liability company (“Landlord”).
RECITALS
A.
WHEREAS, Assignor
as Tenant entered into a certain Lease agreement (the
“Lease”) dated April 4, 2016, wherein Landlord leased
the property located at ▇▇▇ ▇▇ ▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, to Assignor (a copy of which Lease is
attached hereto as “Exhibit A”); and,
B.
WHEREAS, pursuant
to paragraph 13(a)(ii) of the Lease, Landlord has consented to
Assignor’s written request for consent of assignment dated
April 12, 2018, and approved by Landlord on April 16, 2018 (a copy
of which request and approval is attached hereto as “Exhibit
B”); and,
C.
WHEREAS, Assignor
now desires to assign the interest as Tenant under the Lease to
Assignee and this Assignee has agreed to accept such assignment,
with the joining consent of the Landlord.
NOW, THEREFORE, for the sum of $10.00
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee
hereby agree as follows:
1.
Capitalized
Terms. Unless the
context otherwise requires, all capitalized terms used, but not
otherwise defined herein, shall have the meanings set forth for the
same in the Lease.
2. Effective
Date. As used in this Assignment, the term “Effective
Date” shall mean the earlier of (i) the Commencement Date as
defined in that certain Office Lease Agreement between Assignee, as
landlord, and Assignor, as tenant, dated April 18, 2018, for
premises located in Celebration Pointe, Gainesville, Florida or
(ii) December 31, 2018.
3.
Assignment and
Assumption. As of the
Effective Date, Assignor hereby irrevocably assigns, sets over,
transfers and conveys to Assignee all of Assignor’s right,
title, claim, and interest as Tenant in and to the Lease, including
Assignor’s Security Deposit (as defined herein). As of the
Effective Date, Assignee hereby accepts this Assignment and the
rights and obligations contained herein, and Assignee hereby
expressly assumes, for itself and its successors, assigns and legal
representatives, the Lease and all of the obligations,
responsibilities, and liabilities, fixed and contingent, of
Assignor, as Tenant thereunder, first accruing or arising from and
after the Effective Date. Assignee further hereby agrees to
(i) be fully bound by all of the terms, covenants, agreements,
provisions, conditions, obligations, responsibilities, and
liabilities of Assignor, as Tenant, under or pursuant to the Lease,
which first accrue or arise from and after the Effective Date, and
(ii) keep, perform and observe all of the covenants and
conditions contained in the Lease on the part of Assignor, as
tenant thereunder, to be kept, performed and observed, from and
after the Effective Date; provided, however, that in no event shall
Assignee be required to occupy, or to conduct any business in or
from, the Premises (without limiting the generality of the
foregoing provision, Assignor, Assignee, and Landlord expressly
understand, acknowledge, covenant and agree that paragraph
23(a)(iii) of the Lease shall specifically not apply to, or be
actionable against, Assignee, and paragraph 49(i) and the
unnumbered paragraph 50(i-vii) of the Lease are waived by Assignee
and shall not apply to Assignor for the remainder of the Term).
Assignor agrees to indemnify and hold Assignee harmless from and
against any and all losses, costs, damages, obligations,
liabilities and expenses arising from any covenants, agreements,
provisions, conditions, obligations, responsibilities, or
liabilities of Assignor, as Tenant, under or pursuant to the Lease
arising, accruing or occurring prior to the Effective
Date.
ASSIGNMENT OF TENANT’S INTEREST AND
ASSUMPTION OF LEASES
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2
4.
Estoppel
Certification. (a) Assignor certifies to Assignee and
Landlord (i) that the Lease is unmodified from its form in Exhibit
A, attached hereto, and is in full force and effect; (ii) that Rent
has been paid to Landlord beginning September 1, 2016 through April
30, 2018; (iii) that Landlord is in possession of Assignor’s
$25,000.00 Security Deposit under the Lease
(“Assignor’s Security Deposit”); and (iv) that
Landlord is not in default under any provision of the Lease nor
does there exist any fact or circumstance which, with the giving of
notice or the passage of time or both, would constitute a default
by Landlord under the Lease.
(b)
Landlord certifies to Assignor and Assignee (i) that the Lease is
unmodified from its form in Exhibit A, attached hereto, and is in
full force and effect; (ii) that Rent has been paid to Landlord
beginning September 1, 2016 through April 30, 2018; (iii) that
Landlord is in possession of Assignor’s Security Deposit; and
(iv) that Tenant is not in default under any provision of the Lease
nor does there exist any fact or circumstance which, with the
giving of notice or the passage of time or both, would constitute a
default by Tenant under the Lease.
(c)
Assignor, Assignee and Landlord acknowledge and agree that the
address upon which notices to Tenant shall be sent under the terms
of the Lease, paragraph 1(l) shall be modified to:
Celebration Pointe
Office Partners II, LLC
▇▇▇▇
▇.▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇
With copy
to: SharpSpring
Technologies, Inc.
▇▇▇ ▇▇
▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Attn:
▇▇ ▇▇▇▇▇▇
5. Matters
Relating to Security Deposits. Pursuant to paragraph 28 of
the Lease, Landlord shall continue to retain Assignor’s
Security Deposit. Upon the expiration of the Term, and upon full
and faithful performance of the Lease by Assignee, Landlord agrees
to release the Security Deposit to Assignor. In the event Landlord,
in its sole and absolute discretion, agrees to the early
termination of the Lease with Assignee, and at the time of early
termination Assignee has fully and faithfully performed the
provisions of the Lease, then Landlord shall release the Security
Deposit to Assignor. In the event Landlord, in its sole and
absolute discretion, agrees to a subsequent assignment of the Lease
from Assignee to a new assignee, and the new assignee agrees to
deliver its own $25,000.00 security deposit to Landlord, then
Landlord shall release the current Security Deposit to
Assignor.
In the
event Assignor does not receive the Security Deposit directly from
Landlord, Assignee shall return and deliver to Assignor an amount
equal to Assignor’s Security Deposit (and Assignee shall
thereupon be deemed released from any further obligation to
Assignor with respect thereto) on the earlier of the following: (a)
within ten (10) days after (i) Assignee enters into an assignment
of lease or a sublease for the Premises with a replacement tenant
or (ii) Landlord enters into a new lease for the Premises with a
replacement tenant and the Lease is terminated, (b) the Lease
expires or is otherwise terminated, or (c) Assignee otherwise
receives Assignor’s Security Deposit from
Landlord.
ASSIGNMENT OF TENANT’S INTEREST AND
ASSUMPTION OF LEASES
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3
6. General
Provisions. This
Assignment shall inure to the benefit of, and be binding upon, the
parties hereto and their respective successors and assigns. This
Assignment may be executed in as many counterparts as may be deemed
necessary and convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one
and the same instrument. This Assignment and the legal relations
between the parties hereto shall be governed by and construed and
enforced in accordance with the laws of the State of Florida,
without reference to the conflict of law provisions thereof. If any
action or proceeding is commenced by either party to enforce its
rights under this Assignment, the prevailing party in such action
or proceeding shall be awarded all reasonable costs and expenses
incurred in such action or proceeding, including reasonable
attorneys’ fees and costs, in addition to any other relief
awarded by the court. In the event of any conflict between the
provisions of this Assignment and the provisions of the Lease, the
provisions of this Assignment shall control.
7.
No
Release of Liability by Landlord. The Assignor does hereby acknowledge
that, pursuant to paragraph 13(e) of the Lease, the Landlord will
not release the Assignor from continuing primary liability, which
shall be joint and several with the Assignee, for the faithful
performance of all the Tenant’s duties under the terms,
covenants, and conditions of the Lease.
IN
WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date first above written.
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Witnesses:
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ASSIGNOR:
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SHARPSPRING TECHNOLOGIES, INC., a
Delaware corporation
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Name:
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Print
Name:
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By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇
▇▇▇▇▇▇
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CFO
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[SIGNATURES
CONTINUE ON FOLLOWING PAGE]
ASSIGNMENT OF TENANT’S INTEREST AND
ASSUMPTION OF LEASES
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[SIGNATURES
CONTINUED FROM PRECEDING PAGE]
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Witnesses:
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ASSIGNEE:
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CELEBRATION POINTE OFFICE PARTNERS II,
LLC, a Florida limited liability company
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Name:
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By:
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SHD-CELEBRATION POINTE, LLC,
a
Florida limited liability company, Manager
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Name:
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By:
/s/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Manager
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[SIGNATURES
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ASSIGNMENT OF TENANT’S INTEREST AND
ASSUMPTION OF LEASES
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[SIGNATURES
CONTINUED FROM PRECEDING PAGE]
CONSENT OF LANDLORD
THE
FOREGOING ASSIGNMENT without release of the continuing primary
liability of Assignor for the performance of all the Tenant’s
duties under the terms and conditions of the said Lease is hereby
consented to this 17th day of April, 2018.
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Witnesses:
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LANDLORD:
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CAPITAL ASSETS GROUP, LLC, a Florida limited liability
company
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Name:
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By:
/s/ ▇▇▇▇ ▇.
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▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Manager
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