0001415889-11-000784 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 15th, 2011 • Commercetel Corp • Services-prepackaged software • California

ASSET PURCHASE AGREEMENT, dated as of June 9, 2011 (this “Agreement”), by and among CommerceTel Corporation, a Nevada corporation (“Parent”), CommerceTel, Inc., a Nevada corporation (“Buyer”), Digimark, LLC, an Arizona limited liability company ("Seller"), and the individual listed on the signature page hereto (the “Controlling Owner”).

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Amendment No. 1 to Asset Purchase Agreement
Asset Purchase Agreement • August 15th, 2011 • Commercetel Corp • Services-prepackaged software

The udnersigned hereby amend Section 8.02(b) of the Asset Purchase Agreement by changing the reference to "July 1, 2011" therein to "August 15, 2011".

Amendment No. 2 to Asset Purchase Agreement
Asset Purchase Agreement • August 15th, 2011 • Commercetel Corp • Services-prepackaged software • California

Reference is made to the Asset Purchase Agreement, dated June 9, 2011, among CommerceTel Corporation, CommerceTel, Inc., Digimark, LLC and the Controlling Owner identified therein, as amended by Amendment No.1 thereto dated July 8, 2011 (the “Asset Purchase Agreement”). Capitalized terms used, but not defined, herein, have the respective meanings set forth in the Asset Purchase Agreement.

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