EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION OF LEASE
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF
LEASE AGREEMENT (this "Agreement") is made and entered into this
12th day of March, 2009 ("Effective Date") by and between NOVARAY
MEDICAL, INC. ("Assignor"), a Delaware corporation and TRIPLE RING
TECHNOLOGIES, INC. ("Assignee"), a California
corporation.
WHEREAS, Assignor is Tenant under
that certain Office Lease dated March 13, 2008, by and
between
BRCP Stevenson Point LLC, a
Delaware limited liability company ("Landlord") and Assignor, (the
"Lease"), respecting certain premises with a street address of
39655-39677 Eureka Drive, Newark, California, (the "Premises") as
more particularly described therein;
WHEREAS, a true, correct, and
complete copy of the Lease is attached as Attachment 1 to
this Agreement;
WHEREAS, Assignor desires to
assign its interest in the Lease to Assignee and Assignee desires
to assume Assignor's obligations under the Lease;
AGREEMENT
NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Assignor and Assignee agree as follows,
effective as of the Effective Date:
1. Assignment of Lease. Assignor does hereby
transfer, assign, convey and deliver to Assignee all of Assignor's
rights, title, obligations and interest in the Lease and the
Premises.
2. Assumption; Bound as an
Original Party.
(a) Assignee does hereby accept
this assignment, and for the benefit of Assignor and Landlord,
expressly assumes and agrees to hereafter perform all of the terms,
covenants, conditions and obligations of Assignor under the Lease,
which accrue from and after the Effective Date.
(b) Assignee shall perform the
obligations of Assignor under the Lease and Assignee shall be bound
by all of the terms and conditions of the Lease from and after the
Effective Date in every way as if Assignee were originally a party
thereto as tenant/lessee.
3. Condition; Use.
Assignee shall take possession of
the Premises in its present "as is" condition, subject to ordinary
wear and tear and damage by casualty prior to the Effective Date.
No representations or warranties have been made to Assignee
concerning the condition of the Premises, nor have any promises to
remodel, change, alter, or improve the Premises been made by
Assignor or any party on behalf of Assignor. Assignee has completed
such investigation of the Premise
