exhibit10-3.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          Exhibit
10.3

        

      

    


    ASSIGNMENT
AND ASSUMPTION OF

     PURCHASE
AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

     

    This
Assignment and Assumption of Purchase and Sale Agreement and Escrow Instructions
(this “Agreement”)
is made as of this 7th day of
August, 2007 by and between DuPont
Fabros Development LLC, a
Delaware limited liability company (“Assignor”)
and Nanook
Ventures LLC, a Delaware limited liability company (“Assignee”).

     

    Recitals

     

    WHEREAS, Assignor, as
Purchaser, and Owens Mortgage Investment Fund, as Seller, entered into that
certain Purchase and Sale Agreement and Escrow Instructions dated as of July 24,
2007 (the “Contract”),
pursuant to which Assignor agreed to purchase the real property known briefly as
1850 De La Cruz Boulevard, and 556-558 Reed Street, in the City of Santa Clara,
State of California;

     

    WHEREAS, pursuant to Article
18 of the Contract, Assignor may assign the Contract to an affiliate of
Assignor;

     

    WHEREAS, Assignee is an
affiliate of Assignor; and

     

    WHEREAS, Assignor desires to
assign the Contract to Assignee, and Assignee wishes to assume the Contract from
Assignor, pursuant to the terms and conditions of this Agreement.

     

    Now,
Therefore, for and in consideration of the sum of TEN DOLLARS ($10.00),
cash in hand paid, other good and valuable consideration and the mutual
covenants and promises hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, Assignor and Assignee
hereby agree as follows:

     

    1. Incorporation of
Recitals.  The foregoing recitals are incorporated herein as if
fully restated.

     

    2. Assignment of
Contract.  Assignor hereby assigns, transfers, delivers and
sets over unto Assignee, its successors and assigns, and Assignee does hereby
accept, all of Assignor’s right, title and interest, in, to and under the
Contract.

     

    3. Assumption of
Obligations.  Assignee hereby accepts the foregoing assignment
and assumes all obligations arising thereunder on and after the date of this
Agreement pursuant to the terms of the Contract.

     

    4. Miscellaneous.

     

    4.1 Entire
Agreement.  This Agreement contains the entire understanding of
the parties with respect to the subject matters covered hereby and may be
modified only by a written instrument signed by the party against whom
enforcement of any modification is sought.  The parties hereto intend
that, to the maximum extent possible, invalidity or unenforceability of any
provision of this Agreement will not affect any other provision
hereof.

     

    
      
        
        

      

      
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    4.2 Successors.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective their successors and assigns.

     

    4.3 Counterparts.  This
Agreement may be signed in two or more counterparts.  When at least
one such counterpart has been signed by each party, this Agreement shall be
deemed to have been fully executed, each counterpart shall be deemed to be an
original, and all counterparts shall be deemed to be one and the same
agreement.

     

    4.4 Governing Law.  This
Agreement shall be construed in accordance with and governed by the laws of the
Commonwealth of Virginia.

     

    


     

    [Signature
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    In Witness
Whereof, the parties hereto have executed this Agreement as of the day
first above written.

     

    Assignor:

     

    DuPont
Fabros Development LLC, a
Delaware limited liability company

    


    


    By: /s/ Lammot J.
DuPont

    Lammot J. du Pont,

    Member

    


    Assignee:

     

    Nanook
Ventures LLC,

    a
Delaware limited liability company

    


    By:           Nanook
Interests LLC, a Delaware limited liability

    Company, Managing Member

    


    By:           Nanook
Management LLC, a Delaware

    limited liability company,
Managing

    Member

    


    By: /s/ Lammot J.
DuPont

    Lammot J. du Pont,
Manager

    



    
      
        
          


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