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EXHIBIT D <br /> ASSIGNMENT AND ASSUMPTION OF LEASE <br /> THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment ") is made <br /> and entered into as of - (the "Agreement Date ") by and between <br /> ( "Assignor "), and <br /> collectively, "Assignee "). <br /> RECITALS: <br /> A. Assignor, as seller, and Assignee, as Optionee, entered into a Real Estate Option <br /> Agreement (the "Option Agreement ") dated as of 2010, with respect to the <br /> sale and purchase of certain premises consisting of a single building located on certain real <br /> property as more particularly described in Exhibit A attached hereto (the "Property "). <br /> B. In connection with the sale and purchase of the Property, Assignor desires to <br /> assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's right, title <br /> and interest in, to and under the lease (the "Lease ") attached hereto as Exhibit "B ". <br /> AGREEMENT: <br /> NOW, THEREFORE, in consideration of the mutual covenant and agreements contained <br /> herein and other good and valuable consideration, the parties agree as follows: <br /> 1. Assignment. Assignor hereby assigns and transfers to Assignee all of Assignor's <br /> right, title, and interest in, to and under the Lease as landlord from and after the Transfer Date (as <br /> hereinafter defined). <br /> 2. Assumption. Assignee hereby assumes all of the obligations of Assignor under <br /> the Lease to be performed by landlord from and after the Transfer Date, and agrees to be bound <br /> by all of the terms, covenants, conditions, and provisions of the Lease from and after the Transfer <br /> Date for the remainder of the terms of the Lease. <br /> 3. Transfer Date. The Transfer Date shall be the date on which the close of escrow <br /> occurs under the Option Agreement. <br /> 4. Prorations. The parties shall prorate the rent, including additional rent, and other <br /> sums due under the Lease as of the Transfer Date based on a 365 -day year as provided in the <br /> Option Agreement. <br /> 5. Governing Law. This Assignment and the rights and obligations of the parties <br /> hereunder shall in all respects be governed by, and interpreted in accordance with, the laws of the <br /> State of California. Assignor and Assignee agree that all suits or actions of any kind brought to <br /> interpret or enforce the terms of, or otherwise arising out of or relating to this Assignment shall <br /> Option Agreement 70 Chemical <br /> 10.05.2010 v.5 <br /> 42 <br />