0001193125-10-287213 Sample Contracts

NONCOMPETITION AND NONSOLICITATION AGREEMENT
Noncompetition and Nonsolicitation Agreement • December 23rd, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California

THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “Noncompetition Agreement”) is being entered into as of December 20, 2010, by and between (the “Seller Member”) and Banks.com, Inc., a Florida corporation (the “Buyer”). Certain other capitalized terms used in this Noncompetition Agreement are defined in Section 21. Capitalized terms used herein and not defined herein shall have the meaning set forth in the Purchase Agreement (as defined below).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 23rd, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California

This Asset Purchase Agreement (this “Agreement”), dated as of December 20, 2010, is entered into by and between TPN Holdings LLC, a California limited liability company (the “Seller”), Ryan Thompson, Mark Faggiano, Sebastian Ailioaie and Frank Faggiano, the members of Seller (collectively, the “Seller Members”), and Banks.com, Inc, a Florida Corporation (the “Buyer”).

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