ex10_3.htm


    EXHIBIT F
- ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

    


    ASSIGNMENT
AND ASSUMPTION OF SERVICE CONTRACTS

    


    THIS
ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this "Assignment") is made and
entered into this 10 day of February, 2009 by and between DATA CENTER, 101 LLC,
an Ohio limited liability company ("Assignor"), and iBEAM SOLUTIONS LLC, an Ohio
limited liability company ("Assignee"), under the following
circumstances:

    


    RECITALS:

    


    
      	
              A.  

            	
              Assignor
      is the current tenant of certain leased premises (the “Premises”)
      located within the office building located at 101 East Town Street,
      Columbus, Ohio 43215 (the “Building”)

            


    

    


    
      	
              B.  

            	
              Assignor
      has agreed to sublease to Assignee, and Assignee has agreed to sublease
      from Assignor (the “Sublease”), a
      portion of the Premises consisting of approximately 5,000 square feet of
      space located on the third (3rd) floor of the Building (the "Leased
      Premises").

            


    

    


    
      	
              C.  

            	
              The
      Leased Premises currently contains certain equipment and spaced leased to,
      and maintained on behalf of, certain third-party customers and clients of
      Assignor (each a “Client” and,
      collectively, the “Clients”)
      pursuant to service contracts with such third­parties (the “Service
      Contracts”), and such Service Contracts contain, among other
      things, maintenance and service requirements to be fulfilled by Assignor.
      A copy of each of the Service Contracts is attached hereto as Exhibit
      “A”.

            


    

    


    
      	
              D.  

            	
              In
      addition to the sublease of the Leased Premises, Assignor desires to
      assign to Assignee, and Assignee desires to assume from Assignor, all of
      Assignor's right, title and interest in and to the Service
      Contracts.

            


    

    


    NOW,
THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by Assignee to
Assignor, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor and Assignee hereby covenant and agree
as follows:

    


    1.           Effective
as of the Effective Date of the Sublease (as such term is defined
therein)

    (the
“Effective
Date”), Assignor does hereby assign, transfer and set over to Assignee
all of Assignor's right, title and interest in and to the Service Contracts.
Assignor hereby covenants and agrees that, Assignor has the right, power and
authority to assign and transfer the Contracts to Assignee. Assignor further
covenants and agrees that the Service Contracts attached hereto: (a) represent
all of the Service Contracts for equipment or space associated with the Leased
Premises, (b) are true, accurate and complete photocopies of the original
Service Contracts, ( c) are in full force and effect, and (d) have not been
modified or amended, except as may be attached. Assignor hereby agrees to
indemnify, defend and save Assignee harmless from and against any and all
liabilities, obligations, costs, expenses, claims, actions and damages by reason
of any default of Assignor as landlord under the Contracts with respect to any
period or any circumstances existing on or prior to the Effective
Date.

    2.           Assignee
hereby agrees to assume, keep and perform, from and after the
Effective

    Date, all
of the terms, covenants and conditions contained in the Service Contracts and
required to be kept or performed by Assignor thereunder first arising on or
after the Effective Date. Assignee hereby agrees to indemnify, defend and save
Assignor harmless from and against any and all liabilities, obligations, costs,
expenses, claims, actions and damages by reason of any default of Assignee as
landlord under any of the Service Contracts with respect to any period or
circumstances first arising from or after the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.           Not
less than thirty (30) days after the date of this Assignment, Assignor
and

    Assignee
shall cooperate in good faith to jointly prepare a letter to be sent to each
Client notifying each such Client of this Assignment, the transition of services
to Assignee under each corresponding Service Contract, and of Assignor's address
for the delivery of payments under the Service Contracts from and after the
Effective Date. Such letter shall be sent to each Client not less than thirty
(30) days prior to the Effective Date.

    


    4.           Assignee
warrants, acknowledges and represents to Assignor: (a) that Assignee
is

    assuming
the Service Contractors for Assignee's own investment; (b) that Assignee has had
an opportunity to review, obtain and evaluate any and all information necessary
in order for Assignee to assume the Service Contracts; and (c) that Assignee is
relying on its own investigation and due diligence relative to the Service
Contracts and not on any representation or warranty of Assignor, except as
specifically provided in this Assignment.

    


    5.           In
the event Assignee is in default of that certain Sublease Agreement of
even

    date
herewith (as amended) beyond all applicable cure periods, then Assignee shall
immediately assign, transfer and convey all Service Contracts then in effect for
the Leased Premises to Assignor and Assignor shall assume the obligations of
Assignee under such Service Contracts.

    


    6.           This
Assignment shall be governed and construed in accordance with the laws
of

    the State
of Ohio.

    


    7.           This
Assignment shall be binding upon and inure to the benefit of Assignor
and

    Assignee
and their respective successors and assigns.

    


    8.           This
Assignment may be executed in multiple identical counterparts all of
which,

    when
taken together, shall constitute one document.

    


    9.           Each
of the Parties shall bear all expenses incurred by them in connection
with

    this
Assignment and in the consummation of the transactions contemplated hereby and
in preparation thereof. This Assignment may only be amended or modified by an
instrument in writing executed by all of the .Parties hereto. Any notices or
other communications required or permitted hereunder shall be sufficiently given
if delivered personally or sent by registered or certified mail, postage
prepaid, addressed to the respective Parties at the addresses set forth above,
or at such other address as shall be furnished in writing by any Party to the
others, and shall be deemed to have been given as of the date so delivered or
deposited in the United States mail, as the case may be. Section, paragraph, and
other headings contained in this Assignment are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Assignment.
This Assignment constitutes the entire agreement between the Parties
hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, Assignor and
Assignee have executed this Assignment as of the date set forth below their
respective signatures, effective as of the Effective Date.


    


    
      	
              ASSIGNOR:

            	
              ASSIGNEE:

            
	 
      	 
      
	
              DATA
      CENTER 101, LLC, an Ohio ljmited

              Liability
      company

            	
              iBEAM
      SOLUTIONS LLC, an Ohip limited

              liability
      company

            
	 
      	 
      
	
              By:
      /s/ Chuck
      Maynard

            	
              By:
      /s/ Eric V.
      Schmidt

            
	
              Name:
      Chuck Maynard

            	
              Name:
      Eric V. Schmidt

            
	
              Its:
      Authorized Agent

            	
              Its:
      President

            


    

    


    


    STATE OF
OHIO               
  )

                                                
    )ss.

    COUNTY OF
FRANKLIN   )

    


    This instrument was acknowledged before
me on the 10th day of
February, 2009 by Chuck Maynard, the Authorized Agent of Data Center 101, LLC,
an Ohio limited liability company, on behalf of the limited liability
company.

    


    /s/ Crystal
Bradley

    NOTARY PUBLIC

    


    


    


    STATE OF
OHIO              
   )

                                                     )ss.

    COUNTY OF
FRANKLIN   )

    


    This instrument was acknowledged before
me on the 10th day of
February, 2009 by Eric V. Schmidt, the President of iBeam Solutions, LLC, an
Ohio limited liability company, on behalf of the limited liability
company.

    


    /s/ Crystal
Bradley

    NOTARY
PUBLIC