0001144204-13-068999 Sample Contracts

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 24th, 2013 • SpendSmart Payments Co • Retail-retail stores, nec • New York

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”).

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GOODWILL PURCHASE AGREEMENT
Goodwill Purchase Agreement • December 24th, 2013 • SpendSmart Payments Co • Retail-retail stores, nec • New York

THIS GOODWILL PURCHASE AGREEMENT dated as of the 18th 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 Alex Minicucci, a resident of the State of California (the "Seller", and together with the Purchaser and the Parent, the "Parties"). Capitalized terms used and not defined herein shall have the meaning set forth in the Asset Purchase Agreement (defined below).

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