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E�ibit E <br /> Form of Assignment and Assumption Agreement <br /> ASSIGNMENT AND ASSUMPTION OF IMPROVEMENT AGREEMENT <br /> (Main+Marshall,601 Main Street) <br /> THIS ASSIGNMENT AND ASSUMPTION OF THE IMPROVEMENT AGREEMENT <br /> ("Assignment")is made as of ,20_, by and between LMI Redwood City Holdings,LLC, <br /> a Delaware limited liability company ("Assignor") and , a <br /> ("Assignee"), and is consented to by the City of Redwood City, a charter city <br /> and municipal corporation("City"). <br /> RECITALS <br /> A. Assignor and the City are parties to that certain Improvement Agreement dated as ofNovember <br /> _, 2013 (the "Agreement"), which Agreement commits the Assignor to construct and install certain <br /> public improvements including street and street light improvements, storm drain systems, domestic <br /> water systems and sanitary sewer systems far that certain real property situated at 601 Main Street in <br /> the City of Redwood City, consisting of a residential community. Capitalized terms not otherwise <br /> defined shall have the meanings set forth in the Agreement. <br /> B. Section 30 of the Agreement authorizes the Assignor to assign its obligations under the <br /> Agreement with the priar written approval of the City. <br /> C. Assignor desires to assign and transfer to Assignee, and Assignee desires to assume and accept <br /> from Assignor, all of Assignor's rights and obligations as set forth in the Agreement. <br /> AGREEMENTS <br /> NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of which <br /> are hereby acknowledged,the parties agree as follows: <br /> 1. Assi n�. Assignor hereby assigns,sells and transfers to Assignee all of Assignor's <br /> right, title and interest in and to the Agreement. <br /> 2. Assumption. Assignee hereby accepts this assignment of the Agreement and agrees to <br /> be bound by all of the terms and conditions of the Agreement. <br /> 3. Effectiveness. This Assignment shall be effective as of the date first set forth above. <br /> From and after such date, Assignee shall be entitled to all of the rights and bound by all of the <br /> obligations set forth in the Agreement. Upon the execution of this Assignment, Assignee shall <br /> constitute the"Developer"under the Agreement and Assignor shall be fully relieved of the obligations <br /> hereunder and shall have no liability for any default ar failure to perform occurring from and after the <br /> date of this Assignment. <br /> 4. Security. Upon the effective date of this Assignment,the City shall release Assignor's <br /> security for payment and performance and/or warranty(as applicable)provided that the Assignee has <br /> ATTY/AGR/2013.217/IMPROVEMENT AGR 601 MAIN ST <br /> REV: 11-12-13 VR <br /> Page 22 of 24 <br />