Exhibit 10.3
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated
January 21, 2009 (the “ Assignment and Assumption
Agreement ”) by and among COMMERCE PLANET, INC. ,
a Utah corporation (the " Parent "), LEGACY MEDIA LLC
, a California limited liability company and wholly-owned
subsidiary of the Parent (“ Legacy ”),
CONSUMER LOYALTY GROUP, LLC , a California limited liability
company and wholly-owned subsidiary of the Parent (“
CLG ” and collectively with Legacy, the “
Sellers ”), SUPERFLY ADVERTISING, INC., a
Delaware corporation f/k/a Morlex, Inc. (the “ Superfly
Parent ”), and SUPERFLY ADVERTISING, INC. , an
Indiana corporation, and a wholly-owned subsidiary of Superfly
Parent (the “ Purchaser ”). Capitalized terms
not defined herein shall have such meanings as set forth in the
Amended and Restated Asset Purchase Agreement.
W I T N E S S E T H:
WHEREAS, on September 16, 2008, the parties entered into
an asset purchase agreement, as amended and restated on December
16, 2008 (the “ Amended and Restated Asset Purchase
Agreement ”), pursuant to which the Sellers proposed to
sell to the Purchaser, and the Purchaser proposed to purchase from
the Sellers, certain assets used or held for use by the Sellers in
the conduct of the Business as a going concern, and the Purchaser
proposed to assume certain of the liabilities and obligations of
the Sellers (the “ Acquisition ”);
WHEREAS, the Sellers are parties to the Assumed Contracts
relating to the Business, and such Assumed Contracts are legal,
valid, binding and enforceable in accordance with their respective
terms with respect to the Sellers and with respect to each other
party to such Assumed Contracts;
WHEREAS, the Sellers have all Permits required or
desirable in connection with the conduct of the Business, and all
such Permits are in full force and effect; and
WHEREAS, the Sellers desire to assign all Assumed
Contracts, Assumed Liabilities, and Permits in connection with the
Business to the Purchaser, and the Purchaser desire
