ASSIGNMENT OF LEASE AGREEMENTS
EXHIBIT 10.37
ASSIGNMENT OF LEASE AGREEMENTS
THIS ASSIGNMENT OF LEASE AGREEMENT ("Lease Assignment") is made and entered into this 4th day of February, 2020, by and between, on the one hand, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Enterprise Focus, Inc., a Washington corporation, and Clever Capital, LLC, a Washington limited liability company (collectively, "▇▇▇▇▇▇▇" or "Assignor") and, on the other hand, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his capacity as the Chapter 11 Trustee (the "Trustee" or "Assignee") acting on behalf of and representing the estate (the "Estate") in the bankruptcy case (the "Bankruptcy Case") of Giga Watt, Inc., ("Giga Watt" or the "Debtor") which is pending in the U.S. Bankruptcy Court for the Eastern District of Washington (the "Bankruptcy Court") and assigned Case No. 18-03197.
RECITALS
WHEREAS, in January 2020, ▇▇▇▇▇▇▇ and the Trustee (also referred to herein collectively as the "Parties" and each individually as a "Party") entered into that certain Settlement Agreement and General Release of Claims (the "Settlement Agreement").
WHEREAS, pursuant to the Settlement Agreement, and subject to Bankruptcy Court approval of the Settlement Agreement and of this Lease Assignment, ▇▇▇▇▇▇▇ has agreed to assign to the Trustee any right, title or interest that ▇▇▇▇▇▇▇ has, claims to have, or may have with respect to any leasehold interest in the premises commonly known as ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the "TNT Facility"), including, but not limited to:
Building A Lease. That certain agreement entitled, Commercial Lease Agreement, dated June 24, 2015 and Addendum to Commercial Lease Agreement, dated July 1, 2015, by and between TNT Business Complexes, LLC, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus, Inc., on the other hand, pursuant to which TNT Business Complexes LLC ("TNT") leased Building A of the TNT Facility to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus, Inc. or one or more of their affiliates (the "Building A Lease").
Building C Lease. That certain agreement entitled, Commercial Lease Agreement, dated November 14, 2014 and the Addendum, dated November 18, 2014, by and between TNT, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus, Inc., on the other hand, pursuant to which TNT leased Building C of the TNT Facility to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus, Inc., or one or more of their affiliates (the "Building C Lease").
Buildings B & H Lease. That certain agreement entitled, Commercial Lease Agreement, dated June 21, 2013, by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ d/b/a TNT Business and Warehouse Complex, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus, Inc., on the other hand; that certain Lease Addendum, dated June 21, 2013, by and between ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ d/b/a TNT Business Warehouse Complex, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, on the other; that certain Leases Addendum to Building H, dated September 1, 2013, by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ d/b/a TNT Business Warehouse Complex, on the
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one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, on the other; that certain
agreement entitled, Commercial Lease Agreement, dated February 7, 2014,
by and between TNT Business Complexes LLC, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Enterprise Focus,
Inc., on the other; that certain Addendum to Commercial Lease Agreement, dated
February 8, 2014, by and between TNT Business Complexes LLC and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇; and that certain agreement entitled, Commercial Lease, dated
August 1, 2018, by and between TNT, on the one hand, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
Enterprise Focus, Inc., on the other hand (collectively, the "Buildings
B and H Lease").
WHEREAS, pursuant to that certain agreement, entitled Commercial Lease, dated November 16, 2018, by and between Clever Capital, LLC, on the one hand, and Giga Watt, on the other, Clever Capital, LLC purported, inter alia, to lease to Giga Watt Buildings A, B and H of the TNT Facility (the "November 16 Agreement").
WHEREAS, pursuant to the Settlement Agreement, the Parties wish to resolve the disputes between them including, but not limited to, disputes relative to the TNT Facility.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree as follows.
1. Assignment. Subject to entry of an Order of the Bankruptcy Court approving the Settlement Agreement, ▇▇▇▇▇▇▇ hereby assigns to the Trustee any and all of ▇▇▇▇▇▇▇'▇ right, title and interest in and to any leasehold interest in the TNT Facility, of any kind, including, but not limited to (i) any leasehold interest in the TNT Leases, including any and all prepaids, deposits and other rights or entitlements of Assignor under the TNT Leases and (ii) any leasehold interest that the November 16 Agreement purported to grant to ▇▇▇▇▇▇▇, including any and all prepaids, deposits and other rights or entitlements of Assignor under the November 16 Agreement.
[Signatures follow on the next page.]
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as of the date and year indicated below.
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