ASSIGNMENT AND ASSUMPTION OF LEASE
Exhibit
10.1
Proxim
Wireless Corporation (formerly known as YDI Wireless, Inc.), a Delaware corporation,
having an address of 0000 Xxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxxx 00000 (the “Assignor”), and HXI, LLC and Renaissance
Electronics Corp. (together, the “Assignee”, and together with the Assignor,
collectively referred to as the “Parties”), enter into this Assignment and
Assumption of Lease (the “Assignment”) as of August 29, 2008.
WHEREAS, Assignor is the current tenant
under that certain Lease dated October 7, 2005 (the “Lease”) between Assignor
and Assignor, a copy of which Lease is attached hereto and incorporated herein
as Exhibit A;
and
WHEREAS, pursuant to which Lease,
Assignor is currently leasing certain premises (the “Premises”) consisting of
approximately 17,316 square feet of space on the first floor and mezzanine of
the building , known as and numbered 00 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx, as more particularly described in the Lease; and
WHEREAS, the Parties have also entered
into as of this date, an asset purchase agreement (the “Asset Purchase
Agreement”) in regard to the sale of Assignor’s assets located within the
Premises; and
WHEREAS,
upon the execution of the Asset Purchase Agreement and Assignee’s receipt of the
Landlord’s consent to this fully executed Assignment (herein the “Effective
Date”), Assignor wishes to assign its right, title, interest and obligations
under the Lease and in the Premises to Assignee and Assignee wishes to accept
such assignment and assume the liabilities, duties and obligations of Assignor
under the Lease, except as otherwise provided below.
NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which Assignor and Assignee hereby
acknowledge, Assignor and Assignee agree as follows:
1. Assignment and
Assumption. As of the Effective Date, except as otherwise provided
herein, Assignor hereby assigns all of its right, title, interest and
obligations under the Lease and in the Premises including any security deposit
being held by Landlord for the benefit of Assignor to Assignee, and
Assignee hereby accepts such assignment and assumes and agrees to pay, discharge
and perform all of the terms, covenants, conditions and obligations of Assignor
under the Lease, together with all obligations arising hereafter. This
assignment shall not release Assignor from its obligations under the Lease,
provided, however, that Assignor shall have no liability or obligations relating
to or arising from (a) any amendment or modification of the Lease or (b) any
renewal or extension of the term of the Lease beyond the initial scheduled term
of the Lease.
2. Indemnities. Assignor
shall indemnify, defend and hold harmless Assignee from and against all claims,
liabilities, damages, losses, costs and expenses resulting from a breach or
default of the obligations of the Assignor under the Lease arising or
occurring
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before
the Effective Date or relating to Assignor’s use and occupancy of the Premises.
Assignee shall indemnify, defend and hold harmless Assignor from and against all
claims, liabilities, damages, losses, costs and expenses resulting from a breach
or default of the obligations of the Assignee under the Lease arising or
occurring on or after the Effective Date or relating to Assignee’s use or
occupancy of the Premises.
3. Delivery. Assignor
shall deliver the Premises and Assignee shall accept the Premises in its “as is,
where is” condition on the Effective Date.
4. Consent/Condition
Precedent. Assignor and Assignee hereby agree that this
Assignment, and the rights and obligations of Assignee and Assignor hereunder,
are subject to the condition precedent that Landlord consent to this Assignment
in writing.
5. Notice. Notices
shall be sent in accordance with the manner provided in the Lease, except that
if intended for Assignee under the Lease, to Assignee at the address referenced
in the first paragraph of this Assignment, and if intended for Assignor at the
address referenced in the first paragraph of this Assignment.
6. Brokers. Assignor
and Assignee represent and warrant to the other that it has not dealt with any
broker in connection with the consummation of this Assignment. Assignor and
Assignee each shall indemnify and hold harmless the other against any loss,
damage, claims or liabilities arising out of the failure of its representation
or breach of its warranty set forth in this Section 7.
7. Successors and
Assigns. This Assignment and the covenants contained herein shall be
binding upon and shall inure to the benefit of Assignor and Assignee and their
respective successors and assigns.
8. Governing Law. This
Assignment shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to any conflict of laws principles
that would cause the application of laws of any other jurisdiction.
9. Counterparts. This
Assignment may be executed in one or more counterparts, each of which shall be
deemed an original and all such counterparts shall constitute one and the same
instrument.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, Assignor and Assignee execute this Assignment under seal as of
the date first set forth above.
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ASSIGNOR:
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Proxim
Wireless Corporation (f/k/a YDI Wireless, Inc.)
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By:
/s/ Xxxxx X.
Xxxxxxx
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Name: Xxxxx
X. Xxxxxxx
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Title: Vice
President
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Hereunto
duly authorized
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ASSIGNEE:
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Renaissance
Electronics Corp.
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By:
/s/ Xxxxxx
Xxxxxx
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Name: Xxxxxx
Xxxxxx
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Title: President/CEO
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Hereunto
duly authorized
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HXI,
LLC
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By:
/s/ Xxxxxx
Xxxxxx
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Name: Xxxxxx
Xxxxxx
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Title: Manager
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Hereunto
duly authorized
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The
Landlord hereby consents to this Assignment and Assumption of Lease on the terms
set forth herein, and acknowledges and agrees that the full value of the
$10,822.56 security deposit is available, shall be transferred for the
Assignee’s benefit as of the Effective Date, and shall remain with the Landlord
on deposit on Assignee’s behalf in its assumption of the Lease.
Adom
Realty Trust
By: /s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Trustee
Date:
Hereunto
duly authorized
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