Agmt09 Lonestar CA, Inc - CEMEX - 1402-1450 Maple St.

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'" . EXHIBIT C Form of Assignment and Assumption of Lease THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") dated as of , 2009, is between LONEST AR CALIFORNIA, INC. ("Assignor"), and THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("Assignee"). A. Assignor is the lessor under that certain lease (the "Lease") executed with respect to that certain real property and improvements thereon known as and more particularly described in Exhibit "A" attached hereto (the "Property"). B. Assignor and Assignee, entered into an Agreement of Sale and Purchase dated for reference purposes as of , 2009 (the "Purchase Agreement"), pursuant to which Assignee agreed to purchase the Property from Assignor and Assignor agreed to sell the Property to Assignee, on the terms and conditions contained therein. C. Assignor desires to assign its interest as lessor in the Lease to Assignee, and Assignee desires to accept the assignment thereof, on the terms and conditions below. ACCORDINGLY, the parties hereby agree as follows: 1. Assignor hereby assigns to Assignee all of its right, title, and interest in and to the Lease, and Assignee hereby accepts such assignment and assumes (i) all of the lessor's obligations under the Lease to the extent first arising from and after the date hereof including the obligations and duties of Assignor relating to the return of any Tenant deposits and (ii) all of the Lessor's obligations under the Lease to the extent accruing after the date hereof. 2. In the event of any dispute between Assignor and Assignee arising out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the sole prevailing party's costs and expenses of such dispute, including, without limitation, reasonable attorneys' fees and costs. 3. Any rental and other payments under the Lease shall be prorated between the parties as provided in the Purchase Agreement. 4. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 5. This Assignment shall be governed and construed in accordance with the laws of the State of California. 6. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 8. NOTWITHSTANDING THE FOREGOING, ALL REPRESENTATIONS WARRANTIES, AND COVENANTS OF ASSIGNOR SET FORTH IN THE PURCHASE AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND SHALL Redwood PSA FINAL EXECUTION 4.16.09 v.14 S-6