ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment
and Assumption Agreement (the “Agreement”) is made and
entered into as of June 30, 2011, between On Time Filings, Inc., a
Nevada corporation (the “Parent”), and OT Filings,
Inc., a Nevada corporation wholly owned by the Parent (the
“Sub”).
RECITALS
WHEREAS, Parent
is the sole owner of the Sub;
WHEREAS, Parent
is the owner of certain assets and liabilities related to
Parent’s EDGAR filing, transactional financial, corporate
reporting, commercial and digital printing services business;
and
WHEREAS, as a
condition to the Agreement and Plan of Merger dated
June 30, 2011 (the “Merger Agreement”)
between Parent, EPI Acquisition Corp. and Empowered Products, Inc.
and immediately prior to Parent’s repurchase and cancellation
of 223,370,000 shares of Parent’s common stock owned by
Suzanne Fischer, pursuant to the Stock Repurchase and Cancellation
Agreement dated June 30, 2011 (the “Cancellation
Agreement”) between Parent and Suzanne Fischer, Parent wishes
to assign to Sub, and Sub wishes to assume from Parent, all of the
assets and certain liabilities of the Parent, on the terms and
subject to the conditions set forth in this Agreement.
NOW THEREFORE,
in consideration of the above premises and the mutual
representations, warranties, covenants and agreements hereinafter
set forth and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.
Assignment of Assets . Parent hereby
assigns to Sub all of its rights, title and interest in, to and
under all of its assets, including without limitation, the
following assets (collectively, the “Assigned
Assets”):
(a) All
accounts receivable of Parent.
(b) All
contract rights under all agreements in which the Parent is a party
(collectively, the “Assigned Contacts”).
(c) All
intellectual property rights of Parent (collectively, the
“Intellectual Property”); provided that, concurrently
with or subsequent to the execution of this Agreement, Parent will
be executing and filing with a domain registrar assignments of
domains for such items of Intellectual Property which have been
registered as such.
(d) All
licenses, franchises, grants, easements, exceptions, certificates,
consents, permits, approvals, orders and other authorizations of
any governmental body held by the Parent (collectively, the
“Licenses”).
(e) All
of the tangible assets of the Parent, including, but not limited
to, all office and computer equipment (the “Tangible
Assets”).
2.
Assumption of Assets and Liabilities . Sub hereby expressly
assumes and agrees to perform all duties and obligations of Parent
arising under all of Parent’s liabilities (the
“Liabilities”) related to the Assigned Assets from and
after the date hereof, except that the Sub shall not assume any
legal and professional fee payables of Parent.
3.
Representations of the Parent .
Parent hereby
represent and warrant to Sub the following:
(a) Parent
is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, with full power and
authority to own, lease, use and operate its properties and to
carry on its business as and where now owned, leased, used,
operated and conducted.
(b) Parent
has the absolute and unrestricted right, power, legal capacity and
authority to enter into and perform its obligations under this
Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement, when executed
and delivered by Sub, will be a valid and binding obligation of
Parent, enforceable against it in accordance with its
terms.
(c) Neither
the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, will conflict with, or
(with or without notice or lapse of time, or both) result in a
termination, breach or violation of (i) any instrument, contract or
agreement to which Parent is a party or by it is bound, or (ii) any
law, ordinance, judgment, decree, order, statute, or regulation, or
that of any other governmental body or authority, applicable to
Parent or its assets or properties.
(d) &nb
