Exhibit 10.2
GENERAL ASSIGNMENT AND XXXX OF SALE
This General Assignment and Xxxx of Sale (this "Assignment") dated as of
December 29, 2005, by and between Star Number, Inc., a Delaware corporation
("Assignor"), and TelePlus Wireless, Corp., a Nevada corporation ("Assignee").
WHEREAS, in connection with that certain Asset Purchase Agreement (the
"Purchase Agreement"), dated as of December 29, 2005, Assignor desires to
transfer to Assignee, and Assignee desires to acquire from Assignor, all of
Assignor's right, title and interest in and to the Purchased Assets, and
Assignee desires to assume the Assignor's obligations under the Assumed
Contracts; and
WHEREAS, terms capitalized herein but not otherwise defined shall have the
meaning ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, in accordance with the provisions set forth in the
Purchase Agreement, and in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the sufficiency and receipt
of which is hereby acknowledged, effective as of the Effective Time (as defined
in the Purchase Agreement) the parties hereto agree as follows:
1. Pursuant to the Purchase Agreement, Assignor hereby assigns, grants,
transfers, sets over and conveys to Assignee all of its rights, title, claim,
and interest in, to and under the Purchased Assets, together with any and all
amendments, extensions, and renewals thereof, and Assignee hereby accepts such
assignment, free and clear of any and all Encumbrances, except for Permitted
Encumbrances. Assignee hereby assumes the Assignor's obligations under the
Assumed Contracts, except for liabilities or obligations of the Assignor arising
prior to the Effective Time.
2. Notwithstanding any other provision of this Assignment to the contrary,
nothing contained in this Assignment shall in any way supersede, modify,
replace, amend, change, rescind, waive, exceed, expand, enlarge, reduce or in
any way affect the provisions, including the warranties, covenants, agreements,
conditions, representations, warranties or, in general any of the rights and
remedies, and any of the obligations and indemnifications of the Assignor and
Assignee, set forth in the Purchase Agreement. This Assignment is intended only
to effect the transfer of certain property to be transferred pursuant to the
Purchase Agreement and shall be governed entirely in accordance with the terms
and conditions of the Purchase Agreement.
3. The parties hereto hereby covenant and agree to execute, acknowledge
and deliver such further instruments and conveyances and do such further acts as
may be necessary or as may be reasonably requested by any party hereto to carry
out more effectively the purposes of this instrument.
4. This Assignment shall be binding on and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors
in interest and assigns.
5. The provisions of this Assignment shall be governed and construed
according to the law of the State of Delaware, without giving effect to its
conflict of laws provisions.
6. This Assignment may be executed simultaneously or in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Assignment as of the date set forth above.
ASSIGNOR:
STAR NUMBER, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name:
Title:
I have the authority to bind the
Corporation
ASSIGNEE:
TELEPLUS WIRELESS, CORP.
By: /s/ Marius Silvasan
------------------------
Name:
Title:
I have the authority to bind the
Corporation
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