Exhibit 10.2

  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (this “Assignment”) dated as of the 19th day of August, 2022 is entered into by and between Desert Premium Group, LLC (formerly known as Flagship Food Group North America LLC), a Delaware limited liability company (collectively, “Assignor”), and TTCF-NM Holdings, Inc., a Delaware corporation (“Assignee”); and consented to by The Tortilla Building, LLC, a New Mexico limited liability company (“Landlord”).

WITNESSETH:

WHEREAS, pursuant to the terms of that certain Equipment Purchase Agreement, dated as of even date herewith, by and between Assignor and Assignee, the parties thereto have agreed, among other things, that Assignor will sell assign, transfer, convey and deliver to Assignee that certain Lease Agreement, dated October 7, 2014, by and between Assignor and Landlord (the “Lease”); and

WHEREAS, pursuant to the Lease (including without limitation Section 2(i) and Section 7 thereof), Assignor has delivered security deposits to Landlord, in an amount totaling $50,000 (the “Deposit)”

WHEREAS, Assignor desires to assign its interest under the Lease to Assignee, and Assignee desires to accept the assignment thereof.

WHEREAS, Landlord desires to consent to the Assignment and the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby agree as follows:

1. Effective as of the date hereof, Assignor hereby assigns to Assignee all of its right, title and interest into and under (a) the Lease and (b) the Deposit. Assignor shall remain exclusively liable for the payment and performance of all obligations under the Lease on or prior to the date hereof. Assignor agrees to and shall indemnify, and defend (using counsel reasonably acceptable to Assignee) Assignee against and hold Assignee harmless from and against any and all claims, costs, causes of action, liability, loss, damage, expense, or obligation including, without limitation, reasonable attorneys’ fees, arising out of, relating to, or in any way connected with the Lease (including the payment and performance of any and all obligations under the Lease) arising or accruing on or prior to the date hereof.

2. Effective as of the date hereof, Assignee hereby assumes (a) all of the Assignor’s right, title, and interest into and under the Lease and all rights and obligations under the Lease arising after the date hereof, and (b) all of Assignor’s right, title and interest in and to the Deposit. Assignee agrees to and shall indemnify and defend (using counsel reasonably acceptable to Assignor) Assignor against and hold Assignor harmless from and against any and all claims, costs, causes of action, liability, loss, damage, expense, or obligation including, without limitation, reasonable attorneys’ fees, arising out of, relating to, or in any way connected with the Lease (including the payment and performance of any and all obligations under the Lease) arising or accruing after the date hereof.

3. Landlord hereby acknowledges and consents to the foregoing assignment and assumption of the Lease on the terms and conditions contained herein; and further acknowledges that after the date hereof the Deposit shall become the sole property of Assignee, to be held by Landlord on account of Assignee, pursuant to the terms of the Lease.

4. This Assignment is binding on and inures to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns.

5. All capitalized terms used herein, but not defined, shall have the meanings given to such terms in the Lease.

6. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document.

[Signature Page Follows]

 

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Lease Agreement as of the date first set forth above.

ASSIGNOR:
DESERT PREMIUM GROUP, LLC
By:	/s/ Jorge Ayon
Name:	Jorge Ayon
Title:	Chief Financial Officer
ASSIGNEE:
TTCF-NM HOLDINGS, INC.
By:	/s/ Salvatore Galletti
Name:	Salvatore Galletti
Title:	Chief Executive Officer

Acknowledged, consented to, and agreed to by:
THE TORTILLA BUILDING, LLC
By 1700 MM, Inc., its managing member
By:	/s/Christine McDonald
Name:	Christine McDonald
Title:	President
Date:

[Signature Page – Assignment and Assumption of Lease Agreement]