ASSIGNMENT OF
COMMERCIAL LEASE, 


CONSENT AND RELEASE AGREEMENT


  


THIS ASSIGNMENT OF COMMERCIAL LEASE,
CONSENT AND RELEASE AGREEMENT (hereinafter "Agreement") is made as of the _____ day of ___________,
20_______ by and among Donegal Township, a municipal corporation (hereinafter "Landlord"), Marge Graham
(hereinafter "Assignor") and Sterling Seal & Supply, Inc. (hereinafter


 


"Assignee").


 


A.             Whereas, on or about August 1, 2013, Landlord and Assignor entered into a Commercial Lease Agreement (hereinafter "Commercial
Lease") wherein Landlord leased to Assignor a portion of a certain building designated as 34 N. Liberty St., West
Alexander, Pennsylvania 15376 (hereinafter the "Leased Premises"), a Copy of the Commercial Lease is attached
hereto as Exhibit "A"; and


 


B.             Whereas Assignor desires to assign all of its right, title and interest in and to the Commercial Lease to Assignee, and Assignee
desires to accept such assignment and assume the obligations of Assignor under the Commercial Lease; and


 


C.             Whereas Landlord is willing to consent to such assignment and assumption and to release Assignor from liability related to the
Commercial Lease upon the following terms and conditions.


 


NOW, THEREFORE, intending
to be legally bound hereby, and in consideration of the above premises, the mutual covenants included herein, and other
good, valuable and sufficient consideration received, it is hereby agreed as follows:


 


1.             Assignment. Assignor hereby absolutely transfers, assigns and sets over to Assignee all of the right, title and interest
of Assignor in and to the Commercial Lease. The assignment herein made shall be effective as of April 1, 2014 (hereinafter the
"Effective Date"). Landlord agrees that such assignment shall release Assignor from any liability or obligation
of the tenant under the Commercial Lease, arising from and after the Effective Date.


 


2.             Acceptance
and Assumption. Assignee accepts the assignment made in Paragraph 1 above, assumes the Commercial Lease, agrees to pay all
rent and other charges accruing under the Commercial Lease from and after the Effective Date and agrees to observe and perform
all of the other covenants, agreements and obligations to be observed or performed by the tenant named in the Commercial Lease
from and after the Effective Date. Assignee has inspected the Leased Premises and knows the present physical condition thereof
and confirms that neither Landlord nor any managing agent of the Building or their respective officers, directors, employees,
agents or beneficiaries have made any representation or warranty to Assignee concerning the physical condition of the Leased Premises,
or otherwise, expressed or implied, and that Assignee does not accept the Leased Premises in reliance upon any such representation
or warranty.


 






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3.             Consent. Landlord hereby consents to the assignment made in Paragraph 1 above and the acceptance and assumption made
in Paragraph 2 above, provided, that notwithstanding such consent, Landlord's consent is limited to the assignment and assumption
herein made and shall not relieve Assignor and Assignee from the obligation to obtain the consent of Landlord to


 


(i)  
any future assignment, in whole or in part, of the interest of the tenant under the Lease, or (ii) any future sublease of the Leased
Premises, or any part thereof.


 


4.             Warranty. Landlord and Assignor warrant and represent to each other that all rental payments and other amounts due under the
Commercial Lease have been paid and received as of the Effective Date and that neither Landlord nor Assignor have provided
any notice of default to the other concerning any performance or obligations under the Commercial Lease.


 


5.             Mutual Release. Landlord and Assignor hereby release each other, and their respective shareholders, directors, officers,
employees, agents, heirs and administrators of and from any and all liability, judgements, suits, dues, rents, causes of action,
agreements, claims and demands whatsoever, at law or in equity, which the parties now have, ever had, or will ever have, arising
from or out of, or in any way related to the Commercial Lease, any breach of the terms of the Commercial Lease, or Graham's occupancy
of the Leased Premises occurring prior to the Effective Date.


 


6.             Tenant's Notice Address. For purposes of the Lease, Assignee's address for purposes of delivering notice under the
Lease is as follows:


 


Sterling Seal & Supply, Inc.


1105 Green Grove Road


Neptune, NJ 07753


Fax: 732-918-8114


 


7.             Integration. This Agreement constitutes the entire agreement between the parties hereto regarding the subject matter
hereof, and may only be modified by writing duly executed by the parties.


 


8.             Miscellaneous. This Agreement (a) shall be binding upon and inure to the benefit of Landlord, its successors and
assigns and Assignor, Assignee and their respective heirs, legal representatives and permitted successors and permitted assigns,
and (b) shall be governed by the laws of the Commonwealth of Pennsylvania.


 


9.             Execution. This
Agreement may be executed in counterparts, each of which shall constitute an original instrument, but which
counterparts together shall constitute the same agreement. The delivery by either party to the other of a facsimile of
assigned counterpart shall have the same legally binding effect as delivering of an original signed counterpart. Each of
the parties warrants and represents to the other that it has the full and complete authority to enter into this Agreement and
that no additional authorizations or approvals are necessary


 


 


IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Assignment of Commercial Lease,
Consent and Release Agreement as of the date first above written.


 


	Witness:	ASSIGNOR:	 
	 	 
	_____________________________	_____________________________	 
	 	Marge Graham	 
	 	ASSIGNEE:	 
	ATTEST:	Sterling Seal & Supply, Inc	 
	_____________________________	By:___________________________	 
	 	Title: _________________________	 
	ATTEST:	LANDLORD:	 
	 	Donegal Township a Municipal Corporation	 
	_____________________________	_____________________________	 
	 	By: __________________________	 
	 	Title: _________________________	 


 



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