EXHIBIT 10.2
ASSIGNMENT OF LEASE
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This ASSIGNMENT OF LEASE is entered into as of October 27, 2003, by and
between FTS WIRELESS, Inc., a FLORIDA corporation ("Purchaser") and PAGERS N
PHONES, Inc., a Florida corporation ("Seller").
BACKGROUND
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A. Pursuant to that certain Lease dated March 3rd ,2000 ("Lease"),
by and between PAGERS N PHONES, Inc. and JULIAN and XXXXX Xxxxx, as landlord
("Landlord"), Seller is the owner of a leasehold interest in the premises,
located at 000 Xxxxxxx Xxxx., Xxxxxxx, XX 00000 (the "Premises") as more fully
described in the Lease, a true, correct and complete copy of which is attached
hereto as Exhibit A and incorporated herein by reference; and
B. Pursuant to an Asset Purchase Agreement for the acquisition of
certain assets of Seller, dated as of October 27, 2003 ("Agreement"), Seller
has agreed to transfer, and Purchaser has agreed to acquire, certain assets of
Seller and to assume certain of the liabilities of Seller, including the Lease.
NOW, THEREFORE, in consideration of the Premises and the mutual covenants
and agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby covenant and agree as follows:
1. Seller hereby assigns, transfers and sets over to Purchaser all of
Seller's right, title, interest in and to Seller's interest as lessee under the
Lease effective as of the Closing of the Acquisition ("Effective Date").
2. Purchaser hereby accepts the aforesaid assignment, and hereby assumes all
of the rights, responsibilities, liabilities and obligations of Seller, as
lessee, under the terms, conditions and covenants contained in the Lease, with
like force and effect as if Purchaser had executed the Lease in the first
instance.
3. Seller shall remain liable only for the observance and performance of its
obligations as lessee under the Lease arising prior to the Effective Date.
Purchaser shall be liable for the observance and performance of its obligations
as lessee under the Lease arising on and after the Effective Date.
4. Seller shall be responsible for and shall indemnify Purchaser, pursuant
to the Agreement, regarding the observance and performance of all of the
agreements and obligations of Seller as lessee under the Lease arising prior to
the Effective Date. Purchaser shall be responsible for and shall indemnify
Seller, pursuant to the Agreement, regarding the observance and performance of
all of the agreements and obligations of Seller as lessee under the Lease
arising on or after the Effective Date.
5. The parties agree that this Assignment will not be changed, modified,
discharged or terminated orally or in any manner other than an agreement in
writing signed by all of the parties hereto.
6. The agreements, terms and provision of this Assignment shall bind and
inure to the benefit of the parties hereto and their respective successors and
assigns. The parties shall execute and deliver such further and additional
instruments, agreements and other documents as may be necessary to evidence or
carry out the provisions of this Assignment.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Assignment of Lease to be executed as of the date first
above written.
PURCHASER:
FTS WIRELESS, Inc.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: President
SELLER:
PAGERS N PHONES, Inc.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
