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Assignment And Assumption Of Lease

Lease Assumption Agreement

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 This Lease Assumption Agreement involves

AROC, Inc | CYPRESS COURT OPERATING ASSOCIATES, LIMITED PARTNERSHIP | Cypress Court Operating Associates, LP | Southern Bay Energy, LLC

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Governing Law: Texas     Date: 8/14/2007
Industry: Oil and Gas Operations     Sector: Energy

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THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is dated for reference purposes only as of April 19, 2005 by and between AROC, Inc., a Delaware corporation (“Assignor”), Southern Bay Energy, L.L.C., a Texas limited liability company (“Assignee”), and Cypress Court Operating Associates, L.P., a New Mexico limited partnership (“Landlord”).


WHEREAS, Landlord as landlord and Assignor as tenant have previously entered into that certain Lease Agreement dated June 7, 2001 (“Lease”) wherein, among other things, Landlord leased to Assignor and Assignor leased from Landlord approximately 14,810 rentable square feet on the second floor (“Premises”) of the building located at 110 Cypress Station Drive, Houston, Harris County, Texas; and

WHEREAS, Landlord and Assignor entered into that certain First Amendment to Lease November 10, 2003 (“First Amendment”) wherein, among other things, the Premises was reduced in size to 10,576 rentable square feet and the Lease term was renewed; and

WHEREAS, the Lease and the First Amendment to Lease, copies of which are attached hereto as Exhibit “A”, shall hereinafter be collectively referred to as the “Lease”; and

WHEREAS, Assignor desires to assign all its right, title and interest in the Lease to Assignee, and Assignee desires to accept such assignment.

NOW THEREFORE, for and in consideration of the sum of ten and no/100 dollars ($10.00) and other valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, the Landlord and Tenant do hereby agree as follows:


1. The foregoing recitals are true and correct and are incorporated herein by this reference.

2. Representations and Warranties.

(a) Assignor represents and warrants that:


  (i) Assignor has not assigned, sublet or otherwise conveyed its interest in the Lease to anyone.


  (ii) Assignor’s interest in the Lease is not subject to any lien, encumbrance, claim, setoff or deduction; and




  (iii) Assignor is not in default and no event has occurred which with notice or lapse of time Or both would constitute a default by Assignor under any of the provisions of the Lease.

(b) Assignee represents and warrants that:


  (i) Assignee shall use and occupy the Premises covered by the Lease only for the specifically Stated purposes set forth in the Lease.


  (ii) The financial statements of Assignee delivered to Landlord are true and correct in all Material respects.

3. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in and to the Lease, including any security deposit held by Landlord pursuant to the Lease. Assignor agrees to deliver to any sublessee any notice required by law or to otherwise inform such sublessee that Assignor has transferred its interest in such sublease to Assignee as of the Effective Date (as hereinafter defined).

4. Effective Date: The effective date of this Assignment shall be April 

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