ASSIGNMENT AND ASSUMPTION OF LEASE
THIS
ASSIGNMENT AND ASSUMPTION OF LEASE, made as of this 1st
day of
March, 2006 by and between StarInvest Group, Inc., a Nevada corporation
(“Assignor”) and GoIP Global, Inc., a Nevada corporation
(“Assignee”).
W
I T
N E S S E T H:
Assignor
is Tenant under a lease with 000 Xxxx 00xx
Xxxx.
dated January 2005 (the “Lease”) relating to Suite 2715 at 000 Xxxx
00xx
Xxxxxx,
Xxx Xxxx, XX.
Assignor
desires to assign to Assignee, and Assignee desires to accept the assignment
from Assignor of all Assignor’s right, title and interest in and to the
Lease.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties hereto, intending to be legally bound hereby, covenant
and
agree as follows:
1. Assignor
hereby transfers, assigns and sets over unto Assignee all of Assignor’s right,
title and interest in and to the Lease.
2. Assignee
hereby accepts the foregoing assignment and assumes all of Assignor’s
obligations as Tenant under the Lease accruing on or after the date
hereof.
3. The
provisions of this Agreement shall be binding upon and inure to the benefit
of
the parties hereto and their respective successors and assigns.
4. This
Agreement may be executed by facsimile and by any number of counterparts, each
of which shall be deemed to be an original and all of which together shall
be
deemed to be one and the same instrument.
5.
Each
party hereto shall cooperate and take such other actions, and execute such
other
documents as may be reasonably requested by the other party in order to carry
out the provisions and purposes of this Agreement.
6. This
Agreement shall be governed and construed in accordance with the laws of the
State of New York.
[Remainder
of Page Intentionally Omitted; Signature Pages to Follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed the day and year first above written.
ASSIGNOR:
By:
Name:
Title:
ASSIGNEE:
GOIP
GLOBAL, INC.
By:
Name:
Title:
ACKNOWLEDGED
AND AGREED:
LANDLORD
By:
Name:
Title: