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EXHIBIT 1 <br />FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE <br />KNOW ALL MEN that a , having an address at <br />(the "Assignor") inconsideration of Ten and 00/100 ($10.00) Dollars and other good <br />and valuable consideration, received from , a , having an address at <br />("Assignee"), does hereby assign, transfer and deliver unto Assignee, all of its right, title and interest <br />in and to that Standard Industrial/Commercial Single -Tenant Lease —Net, dated as of March 1, 2021, <br />by and between Dyer 18 LLC, as lessor, and the City of Santa Ana, as lessee (the "Lease") at the <br />premises known as 1815 East Carnegie Avenue, Santa Ana, California 92705 (the "Premises") <br />together with all rents payable under the Lease, and all benefits and advantages to be derived <br />therefrom, to hold and receive them unto Assignee, and together with all rights against guarantors, if <br />any, of the obligations of the tenant under the Lease. <br />TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, <br />forever, from and after the date hereof, subject to the terms, covenants, conditions and provisions of <br />the Lease and subject as aforesaid. <br />AND Assignee does hereby acknowledge receipt of the Lease, and does hereby (a) <br />accept the within assignment and (b) assume the performance of all the terms, covenants and <br />conditions of the Lease on the part of the lessor which are to be performed under the Lease and which <br />arise from and after the date hereof. <br />This Assignment and Assumption of Lease (this "Assi nment") is made without <br />warranty or representation by Assignor and without recourse to Assignor in any manner whatsoever, <br />express or implied, all as more fully set forth in the Purchase and Sale Agreement dated June , 2023 <br />(the "Purchase Contract"). Nothing in this Assignment shall be construed to modify or limit any <br />provisions in the Purchase Contract and in the event of any inconsistency between this Assignment <br />and the Purchase Contract, the latter shall govem and control. <br />This Assignment shall inure to the benefit of Assignee and Assignor and their <br />respective successors and assigns, and shall be governed by the laws of the State of California, without <br />regard to its conflicts of law rules. This Assignment may not be modified, altered or amended, or its <br />terms waived, except by an instrument in writing signed by the parties hereto. <br />None of the provisions of this instrument are intended to be, nor shall they be construed <br />to be, for the benefit of any third party. <br />[SIGNATURES ON FOLLOWING PAGE] <br />5489135.2 <br />