Amended And Restated Asset Purchase Agreement Sample Contracts

Reg Technologies Inc – Amended and Restated Asset Purchase Agreement (November 21st, 2018)
MR2 Group, Inc. – Amended and Restated Asset Purchase Agreement (October 16th, 2018)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of October 1, 2018 (the "Effective Date"), by and between ACQUISITION CORP 1, a Nevada corporation ("Buyer"), with offices at 101 Convention Center Drive, Plaza 125, Las Vegas, NV 89109, and an affiliate of MR2 Life, Inc. and MR2 Group, Inc., and MARKETING ANALYSTS, LLC, d/b/a MAi Research, a South Carolina limited liability company ("Seller"), with offices at 2000 Sam Rittenberg Boulevard, Suite 3007, Charleston, SC 29407 (Buyer and Seller are sometimes referred to herein individually as a "party" and collectively as the "parties"). It amends and restates the original Asset Purchase Agreement dated June 2, 2018.

Tintri, Inc. – First Amended and Restated Asset Purchase Agreement (August 31st, 2018)
Integrated Surg Sys – Amendment to Amended and Restated Asset Purchase Agreement (August 29th, 2018)

This AMENDMENT TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Amendment"), is entered into as of August 24, 2018, by and among TheMaven, Inc., a Delaware corporation ("TheMaven"), Maven Coalition, Inc., a Nevada corporation and a wholly-owned subsidiary of TheMaven ("Purchaser"), and Say Media, Inc., a Delaware corporation ("Seller"). TheMaven, Purchaser and Seller are each, individually, a "Party" or, collectively, the "Parties." Capitalized terms used but not otherwise defined herein will have the same meanings ascribed to such terms in the Asset Purchase Agreement.

Integrated Surg Sys – Amended and Restated Asset Purchase Agreement (August 9th, 2018)

This Amended and Restated Asset Purchase Agreement (the "Agreement") is entered into as of August 4, 2018 by and among TheMaven, Inc., a Delaware corporation ("TheMaven"), Maven Coalition, Inc., a Nevada corporation and a wholly-owned subsidiary of TheMaven ("Purchaser"), and Say Media, Inc., a Delaware corporation ("Seller"). Purchaser and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties". Certain capitalized terms used but not otherwise defined in this Agreement are defined as set forth in Exhibit A.

AMENDED AND RESTATED Asset Purchase Agreement (April 17th, 2018)

A. the Vendor operates a business of developing and building an improved axial vane-type rotary engine known as the RadMax(r) rotary technology (the "Technology") used in the design of lightweight and high efficiency engines, compressors and pumps; B. the Purchaser wishes to acquire and the Vendor wishes to sell, transfer, convey, assign, and deliver, on the terms and conditions set forth in this Agreement, all of Vendor's legal and beneficial rights, title and interests in and to and under all Assets (as defined below) (the "Acquisition"), including all past and future income, royalties, damages and payments due (including, rights to damages and payments for past, present or future infringements or misappropriations) with respect thereto, in each case, of the Vendor in all countries relating to such Assets (collectively, the "Purchased Assets"), free and clear of all Encumbrances (as defined below); and C.

Sunoco LP – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and Among 7-Eleven, INC. And SEI FUEL SERVICES, INC., as Buyers, SUSSER PETROLEUM PROPERTY COMPANY LLC SUNOCO RETAIL LLC, STRIPES LLC, TOWN & COUNTRY FOOD STORES, INC., and MACS RETAIL LLC, as Sellers, And, Solely for Purpose of Section 5.21, SUNOCO FINANCE CORP., And, Solely for Purposes of Section 11.21, SUNOCO, LLC and Solely for Purposes of Section 5.21 and Section 11.21, SUNOCO LP January 23, 2018 (January 24th, 2018)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of January 23, 2018, by and among Susser Petroleum Property Company LLC, a Delaware limited liability company (PropCo), Sunoco Retail LLC, a Pennsylvania limited liability company (Sunoco Retail), Stripes LLC, a Texas limited liability company (Stripes), Town & Country Food Stores, Inc., a Texas corporation (Town & Country) and MACS Retail LLC, a Virginia limited liability company (MACS, and, together with PropCo, Sunoco Retail, Stripes and Town & Country, referred to herein collectively as Sellers, and each, individually, as a Seller), 7-Eleven, Inc., a Texas corporation (7-Eleven) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (SEI Fuel, and, together with 7-Eleven, referred to herein collectively as Buyers, and each, individually, as a Buyer), and, solely for the purposes of Section 5.21 of this Agreement, Sunoco Finance Corp., a Delaware corporation (Suno

Amended and Restated Asset Purchase Agreement (January 23rd, 2018)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement") is made as of January 19, 2018 by and between GGNG ENTERPRISES INC. (f.k.a. "NG Enterprises Inc."), a California corporation and GUILLERMO GALLARDO (collectively, the "Seller"), and MAGNEGAS CORPORATION, a Delaware corporation, its successors and assigns "Buyer") (Buyer and Seller, together, the "Parties").

Concierge Technologies Inc – Amended and Restated Asset Purchase Agreement (November 21st, 2017)

This Amended and Restated Asset Purchase Agreement (this "Agreement") is entered into on November 20, 2017 (the "Effective Date"), by and between The Original Sprout, LLC, a California limited liability company ("Seller" or "Company"), Inga Tritt and William Pritchett, each an individual member of the Company (individually hereinafter referred to as "Owner" or collectively as "Owners"), and Kahnalytics, Inc., a California corporation, ("Buyer"), and wholly-owned subsidiary of Concierge Technologies, Inc. ("Concierge"), a Nevada corporation. Seller and Buyer may collectively be referred to herein as the "Parties" or individually as "Party".

Regi U S Inc – AMENDED AND RESTATED Asset Purchase Agreement (October 31st, 2017)

A. the Vendor operates a business of developing and building an improved axial vane-type rotary engine known as the RadMax(r) rotary technology (the "Technology") used in the design of lightweight and high efficiency engines, compressors and pumps; B. the Purchaser wishes to acquire and the Vendor wishes to sell, transfer, convey, assign, and deliver, on the terms and conditions set forth in this Agreement, all of Vendor's legal and beneficial rights, title and interests in and to and under all Assets (as defined below) (the "Acquisition"), including all past and future income, royalties, damages and payments due (including, rights to damages and payments for past, present or future infringements or misappropriations) with respect thereto, in each case, of the Vendor in all countries relating to such Assets (collectively, the "Purchased Assets"), free and clear of all Encumbrances (as defined below); and C.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and Among WALGREENS BOOTS ALLIANCE, INC., WALGREEN CO. And RITE AID CORPORATION Dated as of September 18, 2017 (September 19th, 2017)

This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of September 18, 2017 (this Agreement), is entered into by and among Rite Aid Corporation, a Delaware corporation (the Company), Walgreens Boots Alliance, Inc., a Delaware corporation (Parent), and Walgreen Co., an Illinois corporation and a wholly owned direct subsidiary of Parent (Purchaser Sub and, together with the Company and Parent, the Parties and each, a Party).

Walgreens Boots Alliance, Inc. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and Among WALGREENS BOOTS ALLIANCE, INC., WALGREEN CO. And RITE AID CORPORATION Dated as of September 18, 2017 (September 19th, 2017)

This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of September 18, 2017 (this Agreement), is entered into by and among Rite Aid Corporation, a Delaware corporation (the Company), Walgreens Boots Alliance, Inc., a Delaware corporation (Parent), and Walgreen Co., an Illinois corporation and a wholly owned direct subsidiary of Parent (Purchaser Sub and, together with the Company and Parent, the Parties and each, a Party).

Nobilis Health Corp. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as Buyer, and NOBILIS HEALTH CORP. And (March 14th, 2017)

This Amended and Restated Asset Purchase Agreement (this "Agreement") is dated March 8, 2017 (the "Effective Date"), among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("NHC"), Hamilton Physician Services, LLC, a Texas limited liability company ("HPS"), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association ("PA") (HPS and PA are each a "Seller" and collectively "Sellers"), and Carlos R. Hamilton III, M.D, a resident of the State of Texas ("Owner"). Buyer, NHC, Sellers and Owner are referred to collectively as the "Parties" and each individually as a "Party."

Warrior Met Coal, Llc – Amended and Restated Asset Purchase Agreement Dated as of March 31, 2016 by and Among Warrior Met Coal, Llc (F/K/A Coal Acquisition Llc), and the Buyer Designees (As Defined Herein), as Buyer and Walter Energy, Inc., and Certain Subsidiaries of Walter Energy, Inc., as Sellers (March 7th, 2017)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of March 31, 2016, is made and entered into by and among Warrior Met Coal, LLC (f/k/a Coal Acquisition LLC), a Delaware limited liability company (WMC), the Buyer Designees (as defined herein) (collectively with WMC, the Buyer), Walter Energy, Inc., a Delaware corporation (the Company), and the Additional Sellers (together with the Company, Sellers and each entity individually a Seller). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Dated as of August 25, 2016 by and Among GREEN PLAINS INC. As Purchaser, and ABENGOA BIOENERGY OF ILLINOIS, LLC, and ABENGOA BIOENERGY OF INDIANA, LLC, as Sellers (September 26th, 2016)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Dated as of August 25, 2016 by and Among Green Plains Inc. As Purchaser, and Abengoa Bioenergy Company, LLC as Seller (September 1st, 2016)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc. , an Iowa corporation (Purchaser), and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and Abengoa Bioenergy Company, LLC, a Kansas limited liability company (the Company or Seller). Purchaser and the Seller are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Between MOCON, INC. And VOLATILE ANALYSIS CORPORATION Dated as of May 18, 2016 (August 9th, 2016)

This Amended and Restated Asset Purchase Agreement (this "Agreement"), dated as of May 18, 2016, is entered into between MOCON, INC., a MINNESOTA corporation ("Seller") and VOLATILE ANALYSIS CORPORATION., a Delaware corporation ("Buyer").

Cancer Genetics, Inc – ELEVENTH AMENDMENT TO LEASE AGRBEMENT This Eleventh Amendment to Lease Agreement (This "Eleventh Amendment"), Dated as of June 10, 2016 (The "Amendment Date"), and Effective as of July L, 20L6 (The "Effective Date"), for Reference Purposes Only, Is Entered Into by and Between the University of Southern California, a California Non-Profit Public Benefit Corporation ("Landlord") and Cancer Genetics, Inc., a Delaware Corporation (*CG'') , as Successor-In-Interest to Response Genetics, Inc., a Delaware Corporation (*RG'') ("Tenant"). RECITALS A. Health Research Association, Inc., a California Non- (August 9th, 2016)
Lifelogger Technologies Corp – Amended and Restated Asset Purchase Agreement (June 21st, 2016)

This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the "Agreement") entered into as of June 20, 2016 ("Effective Date"), by LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation (the "Company"), on the one hand, and PIXORIAL, INC., a Colorado corporation ("Pixorial"), and ANDRES ESPINIERA ("Andres"), on the other. Each of the Company, Pixorial and Andres may also be referred to herein as a "Party, and, collectively, as the "Parties."

Amended and Restated Asset Purchase Agreement (April 29th, 2016)

This AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of April 25, 2016 and effective for all purposes as of April 12, 2016, by and between Pennsylvania Land Resources, LLC, a Delaware limited liability company ("Seller"), and Rice Drilling B LLC, a Delaware limited liability company ("Purchaser"). Seller and Purchaser are individually referred to herein as a "party" and collectively as the "parties".

Amended and Restated Asset Purchase Agreement Dated as of March 31, 2016 by and Among Warrior Met Coal, Llc (F/K/A Coal Acquisition Llc), and the Buyer Designees (As Defined Herein), as Buyer and Walter Energy, Inc., and Certain Subsidiaries of Walter Energy, Inc., as Sellers (April 1st, 2016)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 31, 2016, is made and entered into by and among Warrior Met Coal, LLC (f/k/a Coal Acquisition LLC), a Delaware limited liability company ("WMC"), the Buyer Designees (as defined herein) (collectively with WMC, the "Buyer"), Walter Energy, Inc., a Delaware corporation (the "Company"), and the Additional Sellers (together with the Company, "Sellers" and each entity individually a "Seller"). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.

Ds Healthcare Group Inc. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG DS HEALTHCARE GROUP, INC., WRG ACQUISITION CORPORATION W/R GROUP, INC., WR GROUP IC-DISC, INC., STEFAN RUSSELL, AND CAREY WILLIAMS as of DECEMBER 23, 2015 (December 30th, 2015)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of December 23, 2015, by and among DS Healthcare Group, Inc., a Florida corporation (the DSH or Parent); WRG Acquisition Corporation., an Arizona corporation (the Buyer), W/R Group, Inc., an Arizona corporation (the Company or the Seller); Stefan Russell (Russell); Carey Williams (Williams); and, solely for purposes of Section 1.5(b) of this Agreement, WR Group IC-Disc, Inc., a Nevada corporation (DiscCo). Russell and Williams are hereinafter sometimes individually referred to as a Stockholder and collectively, as the Stockholders. The Buyer, the Seller and the Stockholders are each a Party and referred to collectively herein as the Parties. This Agreement amends and restates in its entirety an asset purchase agreement among the Parties, dated as of August 31, 2015, as amended on December 7, 2015 (the Prior Agreements).

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Among: RAPTOR PHARMACEUTICALS INC., a Delaware Corporation; RAPTOR PHARMACEUTICAL CORP., a Delaware Corporation; And TRIPEX PHARMACEUTICALS, LLC, a Delaware Limited Liability Company Dated as of October 2, 2015 (October 5th, 2015)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of October 2, 2015, by and among: RAPTOR PHARMACEUTICALS INC., a Delaware corporation (the Purchaser); RAPTOR PHARMACEUTICAL CORP., a Delaware corporation (Parent); and TRIPEX PHARMACEUTICALS, LLC, a Delaware limited liability company (the Seller). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Cancer Genetics, Inc – August 17, 2015 (August 21st, 2015)

Reference is made to that certain Amended and Restated Asset Purchase Agreement dated August 17, 2015 (the "APA"), between Response Genetics, Inc., a Delaware corporation and Chapter 11 Debtor and Debtor in Possession in the Bankruptcy Case pending in the Bankruptcy Court ("Seller"), and Cancer Genetics, Inc., a Delaware corporation ("Buyer"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the APA.

Cancer Genetics, Inc – Amended and Restated Asset Purchase Agreement by and Between Response Genetics, Inc., a Delaware Corporation and Cancer Genetics, Inc., a Delaware Corporation Dated as of August 14, 2015 (August 21st, 2015)
NAS Acquisition Inc – Second Amended and Restated Asset Purchase Agreement (July 6th, 2015)

This Second Amended and Restated Asset Purchase Agreement (the "Agreement") is entered into as of the _____ day of July 2015 by and among On the Move Corporation, a Florida corporation ("Purchaser") on the one part and West Boynton Auto Service, Inc. d/b/a Hagen Ranch Texaco, a Florida corporation ("Hagen Ranch") and Spanish River Service, Inc. d/b/a/ Jupiter Farms Chevron, a Florida corporation ("Jupiter Farms"), each having a principal office at 12355 Hagen Ranch Road, Boynton Beach, FL 33437 (Hagen Ranch and Jupiter Farms are referred to collectively as "Sellers") and individually, a "Seller"), on the other part.

NAS Acquisition Inc – Amended and Restated Asset Purchase Agreement (May 21st, 2015)

This Amended and Restated Asset Purchase Agreement (the "Agreement") is entered into as of the 2nd day of May 2015 by and among On the Move Corporation, a Florida corporation ("Purchaser") on the one part and West Boynton Auto Service, Inc. d/b/a Hagen Ranch Texaco, a Florida corporation ("Hagen Ranch") and Spanish River Service, Inc. d/b/a/ Jupiter Farms Chevron, a Florida corporation ("Jupiter Farms"), each have a principal office at 12355 Hagen Ranch Road, Boynton Beach, FL 33437 (Hagen Ranch and Jupiter Farms are referred to collectively as "Sellers") and individually, a "Seller"), on the other part.

Kura Oncology, Inc. – License Agreement (March 12th, 2015)

This LICENSE AGREEMENT (the Agreement) is made and effective as of the date of execution by the last Party to sign below (the Effective Date), by and between Kura Oncology, Inc., a company organized and existing under the laws of the State of Delaware having a business address at 11119 North Torrey Pines Road, Suite 125, San Diego, California, (Company), and Janssen Pharmaceutica NV, a company organized and existing under the laws of Belgium having a business address at Turnhoutseweg 30, 2340 Beerse, Belgium (Janssen). Company and Janssen are each referred to individually as a Party and together as the Parties.

Kura Oncology, Inc. – Amended and Restated Asset Purchase Agreement (March 12th, 2015)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the Agreement) is entered into as of February 12, 2015 (Signing Date), by and between KURA ONCOLOGY, INC., a Delaware corporation (Purchaser), and ARAXES PHARMA LLC, a Delaware limited liability company (Seller). The foregoing may be referred to individually as a Party and collectively as Parties in this Agreement.

Machine Talker – Amended and Restated (March 3rd, 2015)

This Amended and Restated Asset Purchase Agreement (the "Agreement") is made and entered into as of February 28, 2015 by and between MD Energy, LLC, a Nevada limited liability company, which has a mailing address at 9291 9th Street, Rancho Cucamonga, California 91730 ("MDE" or "Seller"), Daniel J. Mitchell and Andrea C. Mitchell (collectively, the "MDE Members"), Solar3D, Inc., a Delaware corporation ("Parent"), and MD Energy, Inc., a California corporation and wholly owned subsidiary of Parent ("Buyer" or "Company"), with respect to the following facts:

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Among MYERS INDUSTRIES, INC. MYE CANADA OPERATIONS INC. And THE HC COMPANIES, INC. Dated as of FEBRUARY 17, 2015 (February 18th, 2015)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of February 17, 2015, is entered into among MYERS INDUSTRIES, INC., an Ohio corporation (Myers), MYE CANADA OPERATIONS INC., a Canada corporation (MYE and together with Myers, Sellers and each a Seller) and THE HC COMPANIES, INC., a Delaware corporation (Buyer) and amends and restates in its entirety the Asset Purchase Agreement dated January 2, 2015 (the Original Agreement Date), by and among the Sellers and Buyer f/k/a Lawn & Garden Operating Company, Inc., a Delaware corporation (the Original Agreement).

Sutherland Asset Management Corp – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Among CIT SMALL BUSINESS LENDING CORPORATION and CIT LENDING SERVICES CORPORATION as Sellers and CIT SMALL BUSINESS LOAN TRUST 2008-1, CIT SMALL BUSINESS LOAN TRUST 2007-1 and CIT SBL PROPERTY HOLDINGS CORPORATION Solely for Purposes of Articles II and III and SUTHERLAND ASSET I, LLC and READYCAP LENDING, LLC, as Buyers Dated as of March 20, 2014 (January 5th, 2015)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of March 20, 2014, is entered into among CIT SMALL BUSINESS LENDING CORPORATION (CIT Small Business), a Delaware corporation, and CIT LENDING SERVICES CORPORATION, a Delaware corporation (CIT Lending), (each, a Seller and collectively, the Sellers), SUTHERLAND ASSET I, LLC, a Delaware limited liability company (Sutherland), and READYCAP LENDING, LLC, a Delaware limited liability company (ReadyCap, and together with Sutherland, Buyers, and each, a Buyer), and, solely for purposes of Articles II and III hereof, CIT SMALL BUSINESS LOAN TRUST 2008-1, a Delaware statutory trust (the Goldman Trust) and CIT SMALL BUSINESS LOAN TRUST 2007-1, a Delaware statutory trust (the RBC Trust and, together with the Goldman Trust, the Trusts, and each, a Trust) and CIT SBL PROPERTY HOLDINGS CORPORATION, a Delaware corporation (Property Holdings)

Medical Transcription Billing, Corp – Amended and Restated Asset Purchase Agreement (May 8th, 2014)

This Amended and Restated Asset Purchase Agreement (this "Agreement") is entered into as of April __, 2014, by and among: (i) Laboratory Billing Services Providers, LLC, a Maine limited liability company, Medical Data Resources Providers LLC, a New York limited liability company, Medical Billing Resources Providers, LLC, a Georgia limited liability company, and Primary Billing Service Providers, Inc., a California corporation (collectively, the "Sellers"); (ii) Omni Medical Billing Services LLC, a Delaware limited liability company (the "Parent"); (iii) Marc Haberman, an Individual, ZCapital, LLC, a California limited liability company and Medsoft Systems, LLC, a Nevada limited liability company (collectively, the "Members"); and (iv) Medical Transcription Billing, Corp., a Delaware corporation (the "Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Talmer Bancorp, Inc. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and Between FIRST PLACE FINANCIAL CORP., a Delaware Corporation, and TALMER BANCORP, INC., a Michigan Corporation Dated as of December 14, 2012 (January 10th, 2014)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement) is made as of December 14, 2012, by and between First Place Financial Corp., a Delaware corporation (the Company), and Talmer Bancorp, Inc., a Michigan corporation (the Purchaser).

Vos International – Amended and Restated Asset Purchase Agreement (December 24th, 2013)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT dated as of the 18 day of December, 2013 (this "Agreement") is by and between The SpendSmart Payments Company, a California corporation (the "Purchaser"), The SpendSmart Payments Company, a Colorado Corporation (the "Parent") and Intellectual Capital Management, Inc. d/b/a SMS Masterminds, a Nevada corporation ("the Seller", and together with the Purchaser and the Parent, the "Parties").