Sale of Leasehold Agreemnet

THIS AGREEMENT is made and entered into this day of , 20 , between and among , hereinafter referred to as “Tenant”, and , hereinafter referred to as “Prime Lessee”, and , hereinafter referred to as “Landlord”.

W I T N E S S E T H :

WHEREAS, Tenant on or about the day of , 20 , entered into a lease agreement with Landlord, a copy of which is attached hereto as Exhibit “A”; and

WHEREAS, Tenant and Landlord desire to terminate the Lease Agreement; Prime Lessee and Landlord desire to enter into a new lease agreement, hereinafter referred to as “Prime Lease”, a copy of which is attached hereto as Exhibit “B”, to be dated as of the date Tenant delivers to Prime Lessee possession of the leased premises; and

WHEREAS, the Prime Lessee and Tenant desire to enter into a sublease to be effective as of the date of delivery of possession, hereinafter referred to as “Sublease”, a copy of which is attached hereto as Exhibit “C”; and

WHEREAS, the parties desire to have all the right, title and interest of Tenant in the leasehold improvements and the premises leased under the Lease Agreement, hereinafter referred to as “Leased Premises”, transferred and assigned to the Prime Lessee.

NOW, THEREFORE, in consideration of mutual covenants and conditions set forth herein, the parties agree as follows.

1. Lease and Sublease. Tenant and Landlord agree that all rights and obligations of Tenant and Landlord under the Lease Agreement shall terminate upon delivery, subject to the Sublease, to Prime Lessee of possession of the Leased Premises. Tenant consents to the execution by Prime Lessee and Landlord of the Prime Lease Agreement; Landlord consents to the execution by Tenant and Prime Lessee of the Sublease. Tenant and Landlord individually and not jointly, covenant, represent and warrant that at the date of this Agreement and up to the time the Sublease shall become effective the Lease Agreement will be in full force and effect, unmodified, and with no defaults.