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THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignmetit") is made <br />and entered into to be effective as of July 12 2011, between RANDY B. LEHR, 1RUSTEE OF <br />ME VICTOR LEHR TESTAMENTARY TRUST ("Assignor"), whose legal address is Rural <br />Route 1, Box 98, Texhorna, Oklahoma 73949, and L. G. EVERIST, INCORPORATED, an Iowa <br />corporation ("Assignee"), whose legal address is 7321 East 88th Avenue, Suite 200, Henderson, <br />Colorado 80640. <br />A. On May 24, 2011, Assignor, as seller, and Assignee, as buyer, entered into <br />an Option to Purchase (the "Option") wherein Assignor granted to Assignee an option to <br />purchase certain real property and improvements described therein located in Weld County, <br />Colorado (the "Property"). <br />B. On or about June 17, 2011, pursuant to the terms of the Option, Assignee <br />and Assignor executed a Contract to Buy and Sell Real Estate (the 'Purchase Contract") setting <br />forth the terms and conditions for the sale of the Property by Assignor to Assignee. <br />C. Simultaneously with the execution of this Assignment, Assignor has <br />conveyed the Property to Assignee pursuant to the terms and conditions of the Purchase <br />Contract. <br />D. In connection with the conveyance of the Property to Assignee, Assignor <br />and Assignee intend that Assignor assign and transfer to Assignee all of Assignor's right, title <br />and interest in and to those certain leases, agreements and contracts described on Exhibit A <br />attached hereto and incorporated herein by this reference (the "Assigned Agreements"). <br />E. Capitalized terms used herein and not otherwise defined herein shall have <br />the respective meanings given to them in the Purchase Contract. <br />NOW THEREFORE, for good and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged by Assignor, the parties hereby agree as follows: <br />1. Assignment. Assignor hereby assigns, sells, transfers and conveys to <br />Assignee,. all right, title and interest of Assignor as landlord in and to the Assigned Agreements. <br />2. Indemnities, Assumption. <br />(a) Assignor shall indemnify, defend and hold Assignee harmless from <br />all obligations on the part of Assignor arising under the Assigned Agreements prior to the <br />date hereof and from all claims, judgments, injuries, losses, liabilities, costs and expenses <br />(including, without limitation, reasonable attorneys' fees and disbursements) incurred in <br />connection therewith. <br />107223- 06-1419390.2 <br />ASSIGNMENT AND ASSUMPTION OF LEASES <br />Recitals <br />Agreement <br />