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<br /> <br /> <br />EXHIBIT D <br />ASSIGNMENT OF LEASE <br /> <br />THIS ASSIGNMENT OF LEASE ("Assignment”) is made as of <br />___________________, 2023 (the "Effective Date"), by and between Super 5 Kitchen, Inc., a <br />California corporation (“Assignor”), and the City of San Leandro, a California municipal <br />corporation (“Assignee”). <br />RECITALS <br />A. Assignor is the owner of the Super 5 Kitchen restaurant located within the Nimitz <br />Motel at 555 Lewelling Boulevard, San Leandro, California (the “Restaurant”). Assignor <br />leases the Restaurant premises (the “Premises”) from Parshotam, Inc., a California corporation <br />(“Landlord”), pursuant to a Lease dated May 1, 2013, as extended by that Lease Extension <br />dated December 20, 2019 (as amended and extended, the “Lease”). A copy of the Lease, <br />including all amendments thereto, is attached hereto as Attachment No. 1 and incorporated <br />herein. <br />B. Assignor and Assignee have entered into an Asset Purchase and Sale Agreement <br />and Assignment of Lease, dated as of September 5, 2023, which provides for Assignor to assign <br />all of its rights and obligations under the Lease to Assignee. <br />C. Section 4(c) of the Lease permits the assignment of the Tenant’s rights and <br />obligations under the Lease, provided that that Landlord consents to the assignment. <br /> D. In connection with the Asset Purchase and Sale Agreement and Assignment of <br />Lease, Assignor desires to assign to Assignee, and Assignee desires to accept the assignment of, <br />all of Assignor's right, title, and interest in and to the Lease, all on the terms and conditions set <br />forth below. <br />NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants <br />and conditions contained in them, the Parties agree as follows: <br />1. Assignment. Effective as of the Effective Date, Assignor assigns, transfers, and <br />conveys to Assignee all of Assignor's right, title, and interest in and to the Lease, together with <br />any and all rights that Assignor may have against Landlord under the Lease. <br />2. Assumption. Effective as of the Effective Date, Assignee assumes all of <br />Assignor's right, title, and interest in and to the Lease, and all of Assignor’s obligations under the <br />Lease. Assignee agrees to comply with all of the provisions of the Lease, and Landlord may <br />enforce the Lease provisions directly against Assignee. <br />3. Landlord’s Consent. This Assignment shall not be effective until Landlord has <br />consented thereto and there has been delivered to Landlord a fully executed counterpart of <br />Landlord’s consent to this Assignment. DRAFT