Exhibit 2
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION (the "Assignment") is made and entered
into as of March 30, 1999 by and between Xxxxx LLC, a Delaware limited liability
company ("Assignor") and Continental Illinois Venture Corporation, a Delaware
corporation (the "Assignee").
RECITALS
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A. Assignor purchased 1,112,829 shares of common stock from Factual
Data Corp. (the "Company") on March 30, 1999, pursuant to a purchase agreement
(the "Purchase Agreement") among the Assignor, the Company and certain other
investors in the Company (the "Minority Investors").
B. Assignor is a party to an investors agreement (the "Investors
Agreement"), and a registration rights agreement (the "Registration Rights
Agreement") both dated March 30, 1999, by and between Assignor, the Company and
the Minority Investors.
C. Assignor wishes to assign and Assignee wishes to assume all of the
Assignor's rights and obligations under the Purchase Agreement, the Investors
Agreement and the Registration Rights Agreement.
AGREEMENT
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THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby assign, and
Assignee does hereby assume, all of Assignor's rights and obligations under the
Purchase Agreement, the Investors Agreement and the Registration Rights
Agreement.
* * * * *
IN WITNESS WHEREOF, the Assignor and Assignee have caused this
Assignment to be executed on the day and year first above written.
XXXXX LLC CONTINENTAL ILLINOIS VENTURE
CORPORATION
By:_________________________ By:____________________________
Name:_______________________ Name:__________________________
Title:______________________ Title:_________________________
