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ASSIGNMENT AGREEMENT
<br />This ASSIGNMENT AGREEMENT, dated June 5, 2015 (the "Assignment Agreement"), is made
<br />by the Holman Capital Corporation, a corporation duly organized and validly existing under the laws of
<br />the State of Delaware (the "Corporation "), and accepted by Community Business Bank, and affiliates (the
<br />"Investor ");
<br />WITNESSETH:
<br />WHEREAS, the Corporation and the City of Santa Ana, California (the "City ") have executed
<br />and entered into that certain Equipment Lease - Purchase Agreement dated June 5, 2015 and an Equipment
<br />Schedule thereto of even date therewith (collectively, the "Lease "), whereby the Corporation has agreed
<br />to lease to the City the items of personal property (together with any replacement parts, additions,
<br />substitutions, repairs or accessories now or hereafter incorporated in or affixed to it) described therein
<br />(collectively, the "Equipment "). Capitalized terms used without definition herein shall be given their
<br />meaning as set forth in the Lease;
<br />WHEREAS, the Corporation, the City, and Community Business Bank (the "Escrow Agent ")
<br />have executed and entered into that certain Escrow Agreement dated June 5, 2015, which shall hold the
<br />Lease Proceeds (as defined below) in trust for the benefit of the Corporation and City, subject to a lien in
<br />favor of the Corporation;
<br />WHEREAS, under and pursuant to the Lease, the City is obligated to make Rental Payments, as
<br />defined therein, to the Corporation for the lease of the Equipment;
<br />WHEREAS, the Corporation desires to assign without recourse all of its rights to receive the
<br />Rental Payments scheduled to be paid by the City under and pursuant to the Lease to the Investor;
<br />WHEREAS, in consideration of such assignment, the Investor shall deliver $949,954.00 ( "Lease
<br />Proceeds") to into an escrow account created for the benefit of the City and the Corporation in satisfaction
<br />of the Corporation's obligations under the Lease (the "Escrow Fund "), and $18,014.48 to the Corporation
<br />in accordance with the wire instructions in the Closing Memorandum and /or invoices attached thereto on
<br />June 5, 2015 (the "Closing Date "); and
<br />WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have
<br />been performed precedent to and in connection with the execution and entering into of this Assignment
<br />Agreement do exist, have happened and have been performed in regular and due time, form and manner
<br />as required by law and the parties hereto are now duly authorized to execute and enter into the
<br />Assignment Agreement;
<br />NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL
<br />AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE
<br />CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
<br />Section 1. Assignment. The Corporation hereby transfers, assigns and sets over to the
<br />Investor all of the Corporation's rights, title and interest in and to, but not its obligations under,
<br />(A) the Lease and all documents, attachment, and exhibits thereto, including, without
<br />limitation:
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