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Thrive - Contract Assignment Agreement

This Assignment Agreement, effective as of 2018, outlines the transfer of rights and interests in certain contracts from Infolinks, Inc. (Assignor) to Infolinks Media, LLC (Assignee) as part of an Asset Purchase Agreement with Thrive Plus, LLC. The Assignor represents that the assigned contracts are valid and in effect, and agrees to make efforts to obtain necessary consents for the assignment. The agreement is governed by Delaware law and constitutes the entire understanding between the parties regarding the assignment.

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MohitAgrawal
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2 views

Thrive - Contract Assignment Agreement

This Assignment Agreement, effective as of 2018, outlines the transfer of rights and interests in certain contracts from Infolinks, Inc. (Assignor) to Infolinks Media, LLC (Assignee) as part of an Asset Purchase Agreement with Thrive Plus, LLC. The Assignor represents that the assigned contracts are valid and in effect, and agrees to make efforts to obtain necessary consents for the assignment. The agreement is governed by Delaware law and constitutes the entire understanding between the parties regarding the assignment.

Uploaded by

MohitAgrawal
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment”) is made as of this ____________, 2018 (the
“Effective Date”), by and between Infolinks, Inc., a Delaware corporation (the “Assignor”) and Infolinks
Media, LLC, a Delaware limited liability company (the “Assignee”).

WHEREAS, Assignor is engaged in the sale and development of its global advertising
technology.

WHEREAS, Assignor and Thrive Plus, LLC, parent company of the Assignee (the “Thrive”),
entered into an Asset Purchase Agreement, dated February ___, 2018 (the “Purchase Agreement”), and
according to the terms of the Purchase Agreement Assignor would assign its contracts with publishers,
vendors, and all other contracts listed in the Purchase Agreement (the “Assigned Contracts”) to
Assignee.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor,
all of Assignor’s rights and interests to the Assigned Contracts.

2. Consideration. Consideration for the Assigned Contracts is designated in the Purchase


Agreement.

3. Assignor’s Representations and Warranties. To induce the Assignee to enter into this
Assignment, Assignor hereby represents and warrants that each Assigned Contract is valid and binding on
Assignor in accordance with its terms and is in full force and effect. None of Assignor’s or, to Assignor’s
knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or
default under) or has provided or received any written notice of any intention to terminate, any Assigned
Contract. There are no disputes pending or threatened under any Assigned Contract. It is understood that
consents may be required in order to assign any of such Assigned Contracts, and the Assignor, in good
faith, should make best efforts to obtain such consents and/or provide such notices prior or following the
Effective Date.

4. Entire Agreement. This Assignment constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written
and oral, between the parties hereto with respect to the subject matter hereof.

5. Successors. This Assignment shall bind and inure to the benefit of Assignor and Assignee and
their respective successors and assigns.

6. Governing Law. This Assignment shall be governed by the laws of the State of Delaware
without giving effect to any choice or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.

7. Severability. This Assignment may be executed in as many counterparts as may be required; and
it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature
of; or on behalf of, each party, appear on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement.
8. Full Force and Effect. Except as modified herein, all terms, covenants and conditions of the
Operating Agreement shall remain in full force and effect. In the event of any conflict between the terms
and provisions of the Purchase Agreement and this Assignment, the Purchase Agreement shall prevail.

IN WITNESS WHEREOF, the Assignor and Assignee have caused this Agreement to be executed
as of the date first written above.

ASSIGNOR: INFOLINKS INC.


a Delaware corporation

By: _____________________________
Name:
Title:

ASSIGNEE: INFOLINKS MEDIA, LLC


a Delaware corporation

By: _____________________________
Name:
Title:

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