ASSIGNMENT AND ASSUMPTION OF LEASE
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Agreement") is made and
entered into as of the 28th day of June, 2009 ("Effective Date") by and
between PMX Communities, Inc., a Nevada corporation (hereinafter
referred to as "PMX" and/or "Assignor") and AU Speculators, LLC, a
Florida limited liability company, under formation (hereinafter
collectedly referred to as "AU" and/or "Assignee"). The aforementioned
parties are hereinafter collectively referred to as the "Parties" and
individually as a "Party". Capitalized terms shall have the meaning
ascribed to them in the Agreement.
WITNESSETH:
WHEREAS, on or about February 14, 2009, PMX, as lessee, entered into
that certain Lease-Purchase Option Agreement with Western Sierra Mining
Corporation, as Lessor (hereinafter referred to as the "Lease"). A
true and correct copy of the Lease is attached hereto and incorporated
herein by reference as Exhibit "A"; and
WHEREAS, the Lease is in good standing with no uncured defaults; and
WHEREAS, PMX agrees to assign and Au agrees to assume all the rights
and obligations of PMX arising after the date hereof under the Lease
pursuant to the terms and conditions hereof; and
WHEREAS, each of the members of AU have extended loans to the Assignor
which are represented by Promissory Notes from PMX (hereinafter
collectively referred to as the "Notes"); and
WHEREAS, in consideration for this Agreement, each of the members of AU
have agreed to collectively forgive the repayment of the sum of Thirty-
Thousand and 00/100 Dollars ($30,000.00)of the Notes (hereinafter
referred to as the "Consideration") as more fully set forth in Exhibit
"B".
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and subject to the terms and conditions hereof, the parties
agree as follows:
1. PMX hereby assigns and transfers to AU all of PMX' right, title
and interest as Lessee, including any deposits and prepaid
rents, in and to the Lease and the leasehold estate created
thereby, free and clear of any liens, claims, encumbrances, or
restrictions of any kind.
2. AU hereby assumes the performance of all the terms, covenants
and conditions of the Lease herein assigned to AU and PMX's
liabilities and obligations as Lessee arising or to be performed
by Lessee.
3. This Assignment and Assumption shall be effective and operative
as of June 30, 2009.
4. The terms, covenants and provision of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by,
the respective successors and assigns of PMX and AU to the same
extent as if each such successor and assign were named a party
hereto.
5. The laws of the state of Florida shall govern the construction,
interpretation and validity of this agreement. Exclusive
jurisdiction and venue of any action arising out of this writing
shall be in the Circuit Court in and for West Palm Beach,
Florida. Time is of the essence with respect to performance
hereunder. If any legal action or proceeding is brought for the
enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with any
provisions of this Agreement, the prevailing Party shall be
entitled to recover its attorney fees and court costs. This
agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute original signatures.
6. No amendment, change or modification of this Agreement shall be
valid unless in writing signed by the parties hereto. This
document constitutes the entire understanding and agreement of
the parties and any and all prior agreements, understandings,
and representations are hereby terminated and canceled in their
entirety and are of no further force and effect. If any
provision of this Agreement, or any portion thereof, is held to
be invalid and unenforceable, then the remainder of this
Agreement, or any portion thereof, is held to be invalid and
unenforceable, then the remainder of Agreement shall
nevertheless remain in full force and effect. The Parties
hereby agree to cooperate, execute and deliver any and all
documents reasonably deemed necessary to effectuate the intent
and the terms and conditions of this Agreement. Each party
reciprocally agrees to promptly and duly execute and deliver to
the other such further documents and assurances and take such
further action as may from time to time be reasonably requested
in order to more effectively carry out the intent and purpose of
this Agreement and to establish and protect the rights and
remedies created or intended to be created in favor of the other
party hereunder.
IN WITNESS WHEREOF, this Assignment and Assumption of Lease has been
duly executed as of the day and year first above written.
Signed, sealed and delivered in the presence of: ______________
PMX Communities, Inc.
By:/s/Xxxxxx Xxxxxxxxxxxx, President (ASSIGNOR)
Signed, sealed and delivered in the presence of: ______________
AU Speculators, LLC
By:/s/Xxxx Xxxxxxxxx, Managing Member (ASSIGNEE)
EXHIBIT "B"
Promissory Note Holder Principal of Note to be reduced
by this amount
Xxxx Xxxxxxxxx $9,600
Xxxxx X. Xxxxxxxx $7,200
Xxxx X. Xxxxxxx $3,600
Xxxxxx X. Xxxxxxxxx $3,600
Xxxxxx X. Liberty &
Xxxxxxx Liberty $3,600
Xxxx X.X. Xxxxxx $2,400
TOTAL $30,000
