This Assignment and Assumption Agreement involves
Title: ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
Governing Law: Nevada Date: 9/17/2015
Industry: Computer Services Sector: Technology
ASSET TRANSFER, ASSIGNMENT AND ASSUMPTION AGREEMENT
This asset transfer, assignment and assumption agreement ("Agreement") is entered into on September 11, 2015 , between Code2Action, Inc. (the " Transferor "), and Peer to Peer Network, a Nevada Corporation, (the " Transferee ").
The Transferor owns and operates a cloud based SaaS technology platform known as C2A Mobicard (the " Business ").
Transferor and Trannsferee are parties to that certain license agreement and related convertible promissory note (collecetively the "License Agreements").
Pursuant to the terms of the License Agreements, if the assets of the Business are transferred to Transferee, the Transferor shall have the right to convert its convertible promissory note to 90% of the issued and outstanding capital stock of Transferee on a fully diluted post-issuance basis at time of conversion.
The Transferor and the Transferee have decided to transfer the assets of the Business to Transferee as contemplated in the License Agreements.
Therefore, the parties agree as follows:
1. Transfer of the Assets; Assumption of the Assumed Contracts and Liabilities. Subject to the provisions set forth in this agreement, as of date hereof, the Transferor hereby conveys, assigns, and transfers to the Transferee the assets set forth on Schedule 1 (the " Assets ") free and clear of any and all liens and encumbrances, and the Transferee hereby accepts the conveyance, assignment, and transfer of the Assets and assumes the Transferor's obligations under the contracts listed on Schedule 1 (the " Assumed Contracts ") and all liabilities related to the Business and the Assets after the date hereof.
2. No Other Assumption of Liabilities. Except for the Assumed Contracts, the Transferee does not assume any obligation or liability of the Transferor for the Assets or the Business, or the Assumed Contracts arising before the date hereof. The Transferor will not be responsible for any liability that arises from the Transferee's operation of the Business, the Assets, or the Assumed Contracts after the Effective Time.
3. Convertible Promissory Note. As consideration for the Asset transfer herein, the parties agree that pursuant to the License Agreements, the Transferor hereby has the right in its discretion to convert its convertible promissory note to 90% of the issued and outstanding capital stock of Transferee on a fully diluted post-issuance basis at time of conversion.
4. Representations and Warranties. The Transferor makes no representations or warranties in connection with the Business ar Assets, which are being transferred on an "as is" basis.
5. Survival . Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the date hereof for the applicable statute of limitations as well as any investigation conducted by any party and any information which any party may receive.
6. Further Actions. At any time and from time to time after the date of this agreement: (1) the Transferor shall execute and deliver or cause to be executed and delivered to the Transferees such other instruments and take such other action, all as the Transferees may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Transferees shall execute and deliver or cause to be executed and delivered to the Transferor such other instruments and take such other action, all as the Transferor may reasonably request, in order to carry out the intent and purpose of this agreement.
7. Governing Law; Venue. This agreement and the transactions contemplated hereby will be constru