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24-0516_R&H LAND PARTNERS_Assignement of License Agreement (OTRA, Inc.)ASSIGNMENT OF LICENSE AGREEMENT THIS ASSIGNMENT OF LICENSE AGREEMENT ("Assignment") is made as of May U, 2024 by and between the City of San Juan Capistrano, a municipal corporation, ("Assignor") and R & H Land Partners, LLC, a California limited liability company ("Assignee") with reference to the following facts: A. Assignor is currently the owner of that certain real property referred to on Exhibit A hereto (the "Property") and is the Licensor under that certain License Agreement described on Exhibit B attached hereto ("License Agreement"). B Pursuant to the terms of that certain Purchase and Sale Agreement between Assignor, as Seller, and Assignee, as Buyer dated January 11, 2024, ("Purchase Agreement"), Assignor desires to assign and transfer to Assignee all of Assignor's right, title and interest as Licensor in and to the License Agreement subject to the terms, covenants, obligations and restrictions set forth therein. NOW THEREFORE, in consideration of the mutual covenants and conditions hereinbelow set forth, it is agreed: 1. Effective as of the Close of Escrow, as that term is defined in the Purchase Agreement, Assignor assigns and transfers to Assignee, all of Assignor's right, title and interest as Licensor in and to the License subject to the rentals, terms, covenants, obligations, rights and restrictions set forth in the License. 2. Assignor hereby accepts the assignment of the License as of the Close of Escrow, shall be entitled to all rights and benefits accruing to the Licensor thereunder and hereby assumes all obligations of Licensor thereunder and agrees to be bound by the terms of the License. 3. Assignor hereby agrees to indemnify and hold harmless Assignee from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys' fees) which Assignee incurs under the License Agreement and from any and all claims and demands whatsoever which are asserted against Assignee by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions occurring before the Close of Escrow. 4. Assignee hereby agrees to indemnify and hold harmless Assignor from any and all liability, loss, cost, damage or expense (including, without limitation, reasonable attorneys' fees) which Assignor incurs under the License Agreement from any and all claims and demands whatsoever which are asserted against Assignor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained therein, which liability, loss, cost, damage, expense, claim or demand arises from acts, events or omissions occurring on or after the Close of Escrow. 5. This Assignment may be executed in counterparts which taken together shall constitute one and the same instrument. 6. The provisions of this instrument shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. 7. Assignor hereby covenants that it will, at any time and from time to time, execute any documents and take such additional actions as Assignee or its successors or assigns shall reasonably require in order to more completely carry out the transfers intended to be accomplished by this Assignment. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date set forth above. "Assignor" City of San Juan Capistrano A California municipal corporation "Assignee" R&H Land Partners, LLC a California limiti`ia aI y company ob J. Soch, k1b9ager AND By: Holly H. ci, Manager LEGAL DESCRIPTION LICENSE AGREEMENT That certain License Agreement dated January 20, 2015 by and between the City of San Juan Capistrano, a municipal corporation as Licensor and OTRA, Inc., a California corporation as Licensee as modified by that certain First Amendment to License Agreement effective as of January 20, 2020.