0001157523-09-000495 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • January 27th, 2009 • Commerce Planet • Services-advertising agencies • New York

• Contract Type
  Registration Rights Agreement
• Filed
  January 27th, 2009
• Company
  Commerce Planet
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2009 (the “Closing Date”), by and among Superfly Advertising, Inc., a Delaware corporation (the “Company”) and the Holders (as defined herein) set forth on the signature pages hereto.

Superfly Advertising, Inc.

Asset Purchase Agreement • January 27th, 2009 • Commerce Planet • Services-advertising agencies

• Contract Type
  Asset Purchase Agreement
• Filed
  January 27th, 2009
• Company
  Commerce Planet
• Industry
  Services-advertising agencies

Reference is made to those certain associated liabilities (the “Associated Liabilities”) set forth in Schedule 2.4 to the Amended and Restated Asset Purchase Agreement (the “Agreement”) dated as of December 16, 2008 by and among Commerce Planet, Inc. (the “Company”), its wholly-owned subsidiaries, Legacy Media, LLC, a California limited liability company (“Legacy”), and Consumer Loyalty Group, LLC, a California limited liability company (“CLG” and collectively with Legacy, the “Sellers”), Superfly Advertising, Inc. (F/K/A Morlex, Inc.), a Delaware corporation (“Superfly Parent”) and its wholly-owned subsidiary Superfly Advertising, Inc., an Indiana corporation (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • January 27th, 2009 • Commerce Planet • Services-advertising agencies • New York

• Contract Type
  Assignment and Assumption Agreement
• Filed
  January 27th, 2009
• Company
  Commerce Planet
• Industry
  Services-advertising agencies
• Jurisdiction
  New York

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.

INTELLECTUAL PROPERTY ASSIGNMENT

Intellectual Property Assignment • January 27th, 2009 • Commerce Planet • Services-advertising agencies

• Contract Type
  Intellectual Property Assignment
• Filed
  January 27th, 2009
• Company
  Commerce Planet
• Industry
  Services-advertising agencies

THIS INTELLECTUAL PROPERTY ASSIGNMENT (“Assignment”), dated as of January 21, 2009, is entered into by and among 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, and, to the extent that Parent owns or uses any of the Assets of the Business, the Parent, the “Assignors”), 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 “Assignee”). Capitalized terms not defined herein shall have such meanings as set forth in the Amended and Restated Asset Purchase Agreement (defined below).