Exhibit 10.11
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT made as of December 29, 2005, by
and between Star Number, Inc., a Delaware corporation (the "Assignor"), and
TelePlus Wireless, Corp., a Nevada corporation (the "Assignee").
WHEREAS, the Assignor and the Assignee have entered into that certain
Asset Purchase Agreement made as of December 29, 2005 (the "Purchase Agreement")
with respect to the sale by the Assignor and purchase by the Assignee of certain
Purchased Assets owned by the Assignor.
WHEREAS, the Purchase Agreement requires the Assignor to assign all of the
Assignor's right, title and interest in and to the Assumed Contracts (a list of
which appears in Exhibit A attached hereto and a copy of each of which is
attached hereto as Exhibit B) and requires the Assignee to assume the Assignor's
obligations under the Assumed Contracts.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and effective as of the Effective Time (as
defined in the Purchase Agreement) the parties agree as follows:
Defined Terms.
Capitalized terms used herein but not otherwise defined herein shall have
the meanings given them in the Purchase Agreement.
Assignment.
The Assignor hereby assigns to the Assignee all of the Assignor's right,
title and interest under the Assumed Contracts.
Assumption.
The Assignee hereby assumes liability for, and agrees to complete and hold
harmless the Assignor from, the obligations of the Assignor arising in the
ordinary course under the Assumed Contracts after the Effective Time.
The Assignor hereby assumes liability for, and agrees to complete and
hold harmless the Assignee from, the obligations of the Assignor arising under
the Assumed Contracts prior to the Effective Time.
Unassumed Liabilities.
Nothing contained herein shall be construed to effect an assignment by the
Assignor or the assumption by the Assignee of any liabilities of the Assignor
other than the Assignor's obligations under the Assumed Contracts after the
Effective Time.
Acknowledgment and Consent
Attached hereto as Exhibit C is a copy of the acknowledgment of and
consent to the assignment and assumption effected hereunder from Amerivision
Communications, d/b/a Affinity4.
Indemnification.
The parties acknowledge the indemnification obligations under Article 10
of the Purchase Agreement and agree that nothing in this Assignment and
Assumption Agreement shall be deemed to modify the obligations of the parties
set forth therein.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have duly executed this Assignment and
Assumption Agreement as of the date first above written.
ASSIGNOR:
WITNESS: STAR NUMBER, INC.
By: /s/ Xxxxx X. Xxxxxxx (SEAL)
------------------------------ ---------------------------
Name:
Title:
I have the authority to bind the
Corporation
ASSIGNEE:
WITNESS: TELEPLUS WIRELESS, INC.
By: /s/ Marius Silvasan (SEAL)
------------------------------ ---------------------------
Name:
Title:
I have the authority to bind the
Corporation
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EXHIBIT A
LIST OF ASSUMED CONTRACTS
(d) Liberty Wireless Distributor Agreement dated April 25, 2005 by and
between Interstate Connections, Ltd. and the Vendor, including
Attachment A.
(e) Agreement dated June 15, 2005 by and between Amerivision
Communications, d/b/a Affinity4 and the Vendor, including Exhibit A,
titled Exhibit A InPhonic PayGo - PLS (page 1), also including Page
3 of the June 15, 2005 Agreement initialled to change Section 7.2,
the fifth day to the fifteenth (15th) day.
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EXHIBIT B
COPIES OF ASSUMED CONTRACTS
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EXHIBIT C
COPY OF ACKNOWLEDGMENT AND CONSENT
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