ASSIGNMENT AND ASSUMPTION OF LEASE AND/OR RENTS

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Garry Perkins
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1 Record and Return to: Name: Michelle Zakalik Address: Diamond Towers II LLC 820 Morris Turnpike, Suite 104 Short Hills, NJ ASSIGNMENT AND ASSUMPTION OF LEASE AND/OR RENTS To be effective on, 2013 and in consideration of One Dollar ($1.00) and other good and valuable consideration paid by the undersigned party hereto executing this instrument as assignee Diamond Towers II LLC, a Delaware limited liability company, with principal offices at 820 Morris Turnpike, Suite 104, Short Hills, New Jersey 07078, (hereinafter referred to as Assignee ) to the undersigned party hereto executing this instrument as assignor, Edward S. Wagner, Sr. and Veronica E. Wagner, husband and wife, Michael Wagner, Ronald Wagner, Robert Wagner and David Wagner with a mailing address located at 2500 Hoffner Avenue, Orlando, Florida (hereinafter referred to as Assignor ), the receipt and sufficiency thereof being hereby acknowledged, Assignor, subject to that certain Option and Easement Agreement, contemporaneous to recording of this instrument, does hereby transfer, set over and assign to the Assignee all of Assignor s right, title and interest in and to the below referenced lease(s) and any tenancy(ies) upon certain Property owned by Assignor (Legal Description attached as Exhibit A), in which the Assignor has any right, title and interest currently existing and relating to: (1) That certain Lease dated July 23, 1992 by and among Edward S. Wagner, Jr., as landlord, Edward S. Wagner and Veronica E. Wagner, as mortgagee (collectively "Landlord") and Wilcom Cellular ("Tenant") (2) That certain Lease dated August 4, 1992 by and among John P. Wagner and Margaret J. Wagner, his wife, as landlord, Edward S. Wagner and Veronica E. Wagner, as mortgagee (collectively "Landlord") and Wilcom Cellular ("Tenant") Assignor represents that Assignor has no knowledge of any default now outstanding by Assignor in his capacity as the landlord/lessor under the Tenancy. The assignment is perpetual.

2 Assignee hereby assumes and agrees to faithfully perform and discharge any and all obligations of the landlord/lessor in and to the hereby assigned lease(s) and/or tenancy(ies) subsequent to the date hereof, subject to that certain Option and Easement Agreement. Subject to that certain Option and Easement Agreement, Assignee agrees to hold Assignor harmless and indemnified from any and all loss, cost, damage and expenses, which Assignor may incur on account of Assignee s failure to perform and discharge any and all obligations of lessor and landlord in and to the herein assigned lease(s) and/or tenancy(ies) subsequent to the date hereof. Assignor agrees to hold Assignee harmless and indemnified from any and all loss, cost, damage and expenses, which Assignee may incur for claims related to activity prior to the date hereof. The above shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, legal representatives, successors and assigns. [SIGNATURES TO FOLLOW]

3 IN WITNESS WHEREOF, Assignor has caused this instrument to be signed and sealed on its behalf this day of, ASSIGNOR: By: Name: Edward S. Wagner, Sr. STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

4 By: Name: Veronica E. Wagner STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

5 By: Name: Michael Wagner STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

6 By: Name: Ronald Wagner STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

7 By: Name: Robert Wagner STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

8 By: Name: David Wagner STATE OF ) COUNTY OF ) and for said state, personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

9 IN WITNESS WHEREOF, Assignee has caused this instrument to be signed and sealed on its behalf this day of, ASSIGNEE: DIAMOND TOWERS II LLC By: Michael G. Brett STATE OF NEW JERSEY ) COUNTY OF ESSEX ) and for said state, personally appeared Michael G. Brett, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument and acknowledged to me that by their signatures on the instrument, the individuals or the person upon behalf of which the individuals acted, executed the instrument.

10 EXHIBIT A LEGAL DESCRIPTION

11 and

AFTER RECORDATION, RETURN BY: [ ] MAIL [ ] PICKUP TO: ASSIGNMENT OF LEASE

LAND COURT REGULAR SYSTEM AFTER RECORDATION, RETURN BY: [ ] MAIL [ ] PICKUP TO: Tax Map Key No. ASSIGNMENT OF LEASE THIS ASSIGNMENT, made this day of,, by and between, hereinafter called the Assignor,