EXHIBIT 10.2
ASSIGNMENT OF
LEASE
THIS
ASSIGNMENT OF LEASE (the “ Assignment ”) is
entered into as of October 9, 2009, between Boyd Business Center of
Orange, a California general partnership (" Landlord "),
Nutritional Specialties, Inc., a Nevada corporation (“
Assignor ”), whose address for the purposes hereof is
9380 Bahia Dr. Suite A201, Scottsdale AZ, 85260, and Nutra, Inc., a
Delaware corporation (“ Assignee ”) whose
address for the purposes hereof is 1400 Kearns Blvd., 2nd Floor,
Park City, UT 84060, and its successors and
assigns.
RECITALS:
Pursuant
to certain transactions between Assignor and Assignee, Assignee is
acquiring substantially all the assets of Assignor.
Assignor
wishes to assign and transfer to Assignee and Assignee wishes to
accept, assume and be bound by that certain lease between Landlord
and Assignor comprised of an original lease dated, May 13, 2005; an
Assignment and Assumption Agreement, dated March 30, 2007; an
Assignment and Assumption Agreement dated, May 24, 2007; and the
First Amendment to the Lease, dated June 5, 2008; for
Assignor’s existing facility located at 1967 N. Glassell,
Orange, California, comprising approximately 10,381 square feet of
all or part of a one story building (the “Premises”).
An accurate and complete copy of the aforementioned lease,
assignment and assumption agreements and first amendment is
attached hereto as Exhibit A (the “Lease”).
In
order to effect the assignment of Lease referenced herein,
Landlord, Assignor and Assignee desire to enter into this
Assignment. Capitalized terms used herein which are not
otherwise defined shall have the meaning given them in the
Lease.
AGREEMENT:
NOW,
THEREFORE in consideration of the above premises and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee hereby agree as
follows:
Assignment.
As of October 9, 2009 ("Effective Date") Assignor
hereby grants, assigns, sets over and transfers to Assignee, and
its successors and assignees, all of Assignor’s right, title,
interest and estate as “Tenant” in and to the Lease,
together with (a) any claims of Assignor against any insurer or
third persons for loss or damage to or destruction of any or all of
the premises; (b) Assignor’s right, title and interest in and
to any utilities, fixtures, alterations or installations; and (c)
the right to exercise any and all other rights and privileges
granted to Assignor under the terms of the Lease.
Acceptance
of Assignment. Assignee hereby accepts this Assignment
and assumes and agrees to be bound by all of the terms, covenants
and conditions to be performed by Assignor from and after the date
of this Assignment that are contained in the Lease.
Assignor's
Liability. Assignor shall remain fully, directly and
primarily liable to Landlord for the performance of all of the
provisions of the Lease by Assignee.
Representations
and Warranties. Assignor represents, warrants and
covenants to Assignee, and its successors and assigns, that to the
best of Assignor’s knowledge, (a) Assignor has full and
complete right to assign the Lease and all other rights assigned
hereunder to Assignee; (b) Assignor is the holder of the entire
interest and estate of the “Tenant” under the Lease;
(c) Assignor’s interest in the Lease is not encumbered or
subject to any claim, lien or any other interest; (d) the Lease
attached as
1
Exhibit
A sets
forth the entire agreement with respect to the
“Tenant’s” rights in the Premises, such Lease in
full force and effect strictly in accordance with its terms, has
been validly executed by Assignor as “Tenant” and has
not been modified, supplemented or amended; (e) the Premises are in
good condition, and all fixtures, equipment and facilities therein
are in good operating condition, and Assignor has made all
necessary repairs, restorations, replacements or renewals that are
required under the Lease with respect to the same; (f) Assignor has
paid all amounts owing under the Lease with respect to any
per
