AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG SUPERFLY ADVERTISING, INC., A DELAWARE CORPORATION F/K/A MORLEX, INC., AND ITS WHOLLY- OWNED SUBSIDIARY, SUPERFLY ADVERTISING, INC., AN INDIANA CORPORATION AND COMMERCE PLANET, INC., A UTAH...Asset Purchase Agreement • December 17th, 2008 • Commerce Planet • Services-advertising agencies • New York
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 16, 2008, is made and entered into by and among Superfly Advertising, Inc., a Delaware corporation f/k/a Morlex, Inc. (the “Superfly Parent”), Superfly Advertising, Inc., an Indiana corporation, and a wholly-owned subsidiary of Superfly Parent (the “Purchaser”), Commerce Planet, Inc., a Utah corporation (the “Parent”), Legacy Media LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“Legacy”), and Consumer Loyalty Group, LLC, a California limited liability company and wholly-owned subsidiary of the Parent (“CLG” and collectively with Legacy, the “Sellers”). Legacy and CLG are sometimes individually referred to herein as “Seller” and collectively as the “Sellers.” Superfly Parent, the Purchaser, the Parent, Legacy and CLG are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
