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Exhibit 10.1
ASSIGNMENT AND ASSUMPTION OF LEASE
Proxim Wireless Corporation (formerly known as YDI Wireless, Inc.),
a Delaware corporation, having an address of 1561 Buckeye Drive,
Milpitas, California 95035 (the
“Assignor”), and HXI, LLC and Renaissance
Electronics Corp. (together, the “Assignee”, and
together with the Assignor, collectively referred to as the
“Parties”), enter into this Assignment and Assumption
of Lease (the “Assignment”) as of August 29, 2008.
WHEREAS, Assignor is the current tenant under that certain Lease
dated October 7, 2005 (the “Lease”) between Assignor
and Assignor, a copy of which Lease is attached hereto and
incorporated herein as Exhibit A; and
WHEREAS, pursuant to which Lease, Assignor is currently leasing
certain premises (the “Premises”) consisting of
approximately 17,316 square feet of space on the first floor and
mezzanine of the building , known as and numbered 22 Parkridge
Road, Haverhill, Massachusetts, as more particularly described in
the Lease; and
WHEREAS, the Parties have also entered into as of this date, an
asset purchase agreement (the “Asset Purchase
Agreement”) in regard to the sale of Assignor’s assets
located within the Premises; and
WHEREAS, upon the execution of the Asset Purchase Agreement and
Assignee’s receipt of the Landlord’s consent to this
fully executed Assignment (herein the “Effective
Date”), Assignor wishes to assign its right, title, interest
and obligations under the Lease and in the Premises to Assignee and
Assignee wishes to accept such assignment and assume the
liabilities, duties and obligations of Assignor under the Lease,
except as otherwise provided below.
NOW, THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of
which Assignor and Assignee hereby acknowledge, Assignor and
Assignee agree as follows:
1. Assignment
and Assumption. As of the Effective Date, except as otherwise
provided herein, Assignor hereby assigns all of its right, title,
interest and obligations under the Lease and in the Premises
including any security deposit being held by Landlord for the
benefit of Assignor to Assignee, and Assignee hereby
accepts such assignment and assumes and agrees to pay, discharge
and perform all of the terms, covenants, conditions and
obligations
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