Exhibit 10.3



 





ASSET
PURCHASE AND DOMAIN NAME, WEB SITE CONTENT AND


TRADEMARK
ASSIGNMENT AGREEMENT


 


This
ASSET PURCHASE AND DOMAIN NAME, WEB SITE CONTENT AND TRADEMARK ASSIGNMENT AGREEMENT (this “Agreement”) is entered
into and made effective as of March 4, 2013 (the “Effective Date”) by and between Monster Offers, a Nevada
corporation (“Monster Offers”) and Iconosys, Inc., a California corporation (“Iconosys”)
(individually, the “Party,” and collectively, the “Parties”), with reference to the following facts:


 


A.Iconosys
owns all right, title and interest in and to the Deal Buzzer Assets (as defined below).


 


B.In
connection with that certain Master Purchase Agreement dated as of the Effective Date and entered into between the Parties (the
“MPA”), Iconosys desires to sell, convey, transfer, assign and deliver to Monster Offers, and Monster Offers
desires to purchase from Iconosys, all right, title and interest in and to the Deal Buzzer Assets, free and clear of any Encumbrance
(as defined below) pursuant to the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the above premises and of the mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby
agree as follows:


 


1.Definitions.
As used in this Agreement, the following defined terms have the following meanings:


 


1.1“Encumbrance”
shall mean any lien, pledge, hypothecation, charge, mortgage, lease, deed of trust, security interest, encumbrance, claim, infringement,
option, right of first refusal, preemptive right, community property interest, or restriction of any nature on any asset.


 


1.2“Intellectual
Property Rights” shall mean, means all intellectual property and proprietary rights worldwide, whether or not registered,
including without limitation any and all foreign and domestic trade names, trademarks, service marks, domain names, copyrights,
moral rights, trade secret rights, patent and all associated rights and all registrations, applications, renewals, extensions
and continuations (in whole or in part) of any of the foregoing, together with all goodwill associated therewith and all rights
and causes of action for infringement, misappropriation, misuse, dilution, unfair trade practice or otherwise associated therewith.


 


1.3“Deal
Buzzer Asset Domain Name(s)” means the domain name(s) listed on Exhibit A attached to this Agreement.


 


1.4“Deal
Buzzer Asset Trademark(s)” means the trademarks listed on Exhibit B attached to this Agreement.


 


1.5“Deal
Buzzer Asset Web Site(s) and App(s)” means the web sites and related urls listed on Exhibit C.


 




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1.6“Deal
Buzzer Asset Web Site and App Content” means the aspects of the domain located at a Deal Buzzer Asset Web Site that
may be perceived by the person accessing the Deal Buzzer Asset Web Site and App and/or that constitute the underlying code or
programming infrastructure, so long as that underlying code or programming infrastructure was created by Iconosys and/or solely
for use on the Deal Buzzer Asset Web Site and App. This underlying code or programming infrastructure includes, but is not limited
to, web site-related applications, artwork, sound, graphic files, music files, user interface, logos, data, software, tools, text
and other materials and related technology and those trademarks identified on the attached Exhibit B. ” Deal Buzzer Asset
Web Site and App Content” includes any code used to create any element of the Deal Buzzer Asset Web Site and App Content.


 


1.7“Deal
Buzzer Assets” means: (i) the Deal Buzzer Asset Domain Name(s); (ii) the Deal Buzzer Asset Trademark(s); (iii) the Deal
Buzzer Asset Web Site(s) and App(s); (iv) the Deal Buzzer Asset Web Site and App Content; (v) all internet traffic to the Deal
Buzzer Asset Domain Name(s); and (vi) any and all goodwill and Intellectual Property Rights associated with or relating to each
of the foregoing.


 


2.
Purchase and Sale of Deal Buzzer Assets.


 


2.1Purchase
and Sale of Deal Buzzer Assets. Pursuant to the terms and conditions set forth in this Agreement, at the Closing (as defined
below), Iconosys shall sell, convey, transfer, assign and deliver to Monster Offers, and Monster Offers shall purchase from Iconosys,
all right, title and interest in and to the Deal Buzzer Assets, free and clear of any Encumbrance.


 


2.2In
connection with the foregoing:


 


a.Deal
Buzzer Asset Trademark(s) Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Iconosys hereby irrevocably assigns, transfers and contributes to Monster Offers all of its right, title and interest
in and to the Deal Buzzer Asset Trademark(s), together with the goodwill associated with or symbolized by the Deal Buzzer Asset
Trademark(s).


 


b.Deal
Buzzer Asset Domain Name(s) Assignment. For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Iconosys hereby irrevocably assigns, transfers and contributes to Monster Offers all of its right, title and interest
in and to the registrations of the Deal Buzzer Asset Domain Name(s), together with, without any limitation, any related trademarks,
service marks, copyrights, trade names, domain names, and other intellectual property rights throughout the world to the Deal
Buzzer Asset Domain Name(s), whether such rights are registered or not, and all rights of priority therein, and the right to recover
for damages and profits and all other remedies for past infringements thereof, and any and all appurtenant goodwill associated
therewith.


 


c.Deal
Buzzer Asset Web Site(s) and App(s) Content Assignment. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Iconosys hereby irrevocably assigns, transfers and contributes to Monster Offers all of its right,
title and interest in and to the Deal Buzzer Asset Web Site and App Content, together with, without any limitation, any related
Intellectual Property Rights to the Deal Buzzer Asset Site Content, whether such rights are registered or not, and all rights
of priority therein, and the right to recover for damages and profits and all other remedies for past infringements thereof, and
any and all appurtenant goodwill associated therewith.


 




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2.3
No Assumption of Liabilities. With regard to its purchase of the Deal Buzzer Assets pursuant to this Agreement, Monster
Offers shall not assume or be responsible for any commercial, operational, financial, legal or any other liabilities or obligations
of Iconosys and/or any of its affiliates or that relate to the operation of the business of Iconosys and/or any of its affiliates,
whether known or unknown, disclosed or undisclosed, actual, accrued, contingent or otherwise.


 


3.Consideration.


 


3.1
Purchase Price. The purchase price (the “Purchase Price”) for the Deal Buzzer Assets shall be the Purchase
Price Allocation of the Cancelled Receivable (as those terms are defined in the MPA) as set forth at Section 1.2(a) of the MPA.


 


4.Closing.


 


4.1Closing
Date. Except as otherwise agreed to by the Parties, the sale and transfer of the Deal Buzzer Assets by Iconosys to Monster
Offers (the “Closing”) shall take place on the Effective Date (also referred to herein as, the “Closing
Date”), upon the Parties’ execution and delivery of this Agreement, the MPA and the SPA (as defined in the MPA).


 


4.2At
the Closing, or no later than thirty (30) days subsequent to the Effective Date, Iconosys shall deliver or cause to be delivered
to Monster Offers instruments of assignments and transfer of Iconosys’ rights, title and interest in and to each and all
of the Deal Buzzer Assets, free and clear of any Encumbrance; such instruments shall include, without limitation, all documentation
necessary to transfer the Deal Buzzer Asset Domain Name(s) to Monster Offers (to be delivered by Iconosys to the appropriate domain
name registry pursuant to Section 6.3 below).


 


5.Representations
and Warranties; Indemnification.


 


5.1
Representations and Warranties. Iconosys represents and warrants to Monster Offers that:


 


(i)
Each of Exhibit A, Exhibit B, and Exhibit C to this Agreement, respectively, sets forth a complete and accurate schedule listing
all: (i) domain names; (ii) trademarks and the registrations and registration applications, and (iii) web sites and related urls
pertaining to the applicable Deal Buzzer Assets. Iconosys is the registrant listed in the records of the applicable registrar
(“Registrar”) as the owner of the registration of the Deal Buzzer Asset Domain Name(s) and is the sole and exclusive
owner, legal and beneficial, of all right, title and interest in and to each and all of the Deal Buzzer Assets free and clear
of any Encumbrance; no other party has any rights in the Deal Buzzer Assets. In addition, Iconosys does not owe any amount to
any domain name registration authority or to any other governmental entity relating to or on account of the registration of the
Deal Buzzer Asset Domain Name(s) or the registration of any Deal Buzzer Asset Trademark(s). Iconosys has not licensed or otherwise
allowed or enabled the use of any of the Deal Buzzer Assets to any other person or entity, or granted any right with respect to
the Deal Buzzer Assets to any other person or entity, that may, in any manner, restrict, impede or adversely affect Monster Offers’
rights therein. Except as may be already disclosed on or as part of an Exhibit to this Agreement, Iconosys has not obtained a
trademark registration or filed any application to register a trademark with the US Patent and Trademark Office or other agency
(domestic or foreign) of the Deal Buzzer Asset Trademark(s), the Deal Buzzer Asset Domain Name(s) or any other mark confusingly
similar to the Deal Buzzer Asset Trademark(s) or the Deal Buzzer Asset Domain Name(s);


 




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(ii)
Iconosys has the power to enter into and perform this Agreement, and the execution of this Agreement has been duly authorized
by all necessary corporate action;


 


(iii)
This Agreement constitutes a valid and binding obligation on Iconosys, enforceable in accordance with the terms and conditions
set forth in this Agreement;


 


(iv)
There are no pending or threatened claims, demands, suits, actions, litigation, arbitration, or legal, administrative or other
proceedings or governmental investigations that might adversely affect, invalidate or otherwise impair Monster Offers’ exclusive
right, title and interest in and to the Deal Buzzer Assets, including without limitation any claims, demands etc. relating to
intellectual property rights infringement;


 


(v)
No consent or approval of any other person or governmental authority is necessary for this Agreement to be effective;


 


(vi)
Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated under this Agreement
shall constitute a default or violation of Iconosys’ articles of incorporation, bylaws or of any license, lease, franchise,
mortgage, instrument or other agreement;


 


(vii)
Iconosys and its related entities, affiliates, officers, directors, parents, subsidiaries, divisions, owners, agents, servants,
shareholders, employees, successors, assigns, representatives, and agents of any kind, and all persons or entities acting under
Iconosys (the “Iconosys Parties”) will not register any domain names or file for federal or state registration of
or use in any manner whatsoever any names or trademarks that incorporate, are confusingly similar to or constitute any colorable
imitation of the Monster Offers’ “Deal Buzzer Asset” names, including but not limited to, misspellings or phonetic
equivalents of and/or invented words that combine elements of any of the following names: “New Years BuzzerTM,”
“Deal BuzzerTM,” “Black FlydayTM,” or “My Shopping CircleTM,” and that may,
therefore, create confusion among consumers as to source, sponsorship or affiliation;


 


(viii)
the Iconosys Parties agree not to utilize the Deal Buzzer Asset Domain Name(s) in their email addresses, or anything confusingly
similar to the Deal Buzzer Asset Domain Name(s), or any colorable imitation thereof, including but not limited to, misspellings
or phonetic equivalents of and/or invented words that combine elements of any of the following names: “New Years BuzzerTM,”
“Deal BuzzerTM,” “Black FlydayTM,” or “My Shopping CircleTM,” and that may,
therefore, create confusion among consumers as to source, sponsorship or affiliation; and


 




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(ix)
None of the representations and warranties made by Iconosys, or in any certificate or memorandum furnished or to be furnished
by any of them or on their behalf, including without limitation information provided by Iconosys to Monster Offers relating to
Iconosys’ financial condition, Deal Buzzer Asset Web Site traffic and/or the Deal Buzzer Assets contains any untrue statement
of a material fact, or omits to state a material fact necessary to prevent the statements from being misleading.


 


5.2Mutual
Indemnification. Iconosys and Monster Offers (each Party, for purposes of this Section 5.2, a “Section 5.2 Indemnifying
Party”) shall each defend, indemnify and hold harmless the other Party, and each of their current, former and future
parent corporations, subsidiaries, affiliates, employee benefit plans, and related entities or corporations, and their past and
present officers, directors, shareholders, employees, creditors, fiduciaries, agents, employees, partners, attorneys, representatives,
promoters, heirs, predecessors, successors and assigns (collectively, the “Released Party”), from any and all claims,
demands, costs, expenses, obligations, damages or causes of action of any nature, including reasonable attorneys’ fees and
costs, arising directly or indirectly from: (i) a breach by the Section 5.2 Indemnifying Party of any of its representations or
warranties set forth in this Agreement; (ii) a breach by the Section 5.2 Indemnifying Party of any other term or condition set
forth in this Agreement; (iii) the violation by the Section 5.2 Indemnifying Party of any federal, state or local law in connection
with this Agreement; and/or (iv) damages to any third party caused by the Section 5.2 Indemnifying Party’s negligent or
intentional acts or omissions in connection with this Agreement.


 


5.3Indemnification
by Iconosys. Monster Offers is not responsible or liable for, and Iconosys hereby indemnifies Monster Offers against and from,
any claims or demands by third parties whether based upon federal or state law, statute or common law or other law, connected
with, or arising out of, or relating to the holding or use of any of the Deal Buzzer Assets, prior to the transfer of the Deal
Buzzer Assets to Monster Offers.


 


6.Covenants
of Iconosys.


 


6.1Within
thirty (30) days after the Closing Date, Iconosys will, at its sole cost, take all steps required by the applicable trademark
authorities in each country or jurisdiction to record the assignment(s) and transfer the registrations of the Deal Buzzer Asset
Trademark(s) to Monster Offers, by completing the required forms, paying the required fees, and taking any other required actions
to effect the assignment(s) and transfer the registrations of the applicable Deal Buzzer Asset Trademark(s) to Monster Offers.
At and after the Closing Date, Iconosys will, without further consideration, provide such other information and execute such documents
as may be necessary of appropriate to accomplish the assignment(s) and transfer of the registrations of the Deal Buzzer Asset
Trademark(s) upon Monster Offers’ reasonable request.


 


6.2To
the extent that Iconosys and/or Monster Offers becomes aware after execution and delivery of this Agreement of a domain name that
redirects to any of the domain names transferred pursuant to this Agreement, such Party will cause that domain name to be transferred
to Monster Offers within a commercially reasonable time period, and on similar terms as set forth in this Agreement.


 




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6.3Within
thirty (30) days after the Closing Date, Iconosys will, at its sole cost, take the steps required by the current procedures promulgated
by the registrars listed in Exhibit A, or any other registrar that might be or become responsible for the transfer of the registrations
of the Deal Buzzer Asset Domain Name(s), to transfer the registrations of the Deal Buzzer Asset Domain Name(s) to Monster Offers,
by completing the required forms and taking any other required actions to effect the transfer of the registrations of the Deal
Buzzer Asset Domain Name(s) to Monster Offers. At and after the Effective Date, Iconosys will, without further consideration,
provide such other information and execute such documents as may be necessary or appropriate to accomplish the transfer of the
registrations of the Deal Buzzer Asset Domain Name(s) upon Monster Offers’ reasonable request.


 


6.4As
of the Closing Date, Iconosys agrees to take no action adverse to Monster Offers’ ownership of the Deal Buzzer Asset Domain
Name(s). As of the Closing Date, Iconosys shall immediately ease and desist all creation, production and manufacture of any marketing,
promotional or advertising materials, collateral products or other items bearing the Monster Offers’ “Deal Buzzer
Asset” names, including but not limited to, misspellings or phonetic equivalents of and/or invented words that combine elements
of any of the following names: “New Years BuzzerTM,” “Deal BuzzerTM,” “Black FlydayTM,”
or “My Shopping CircleTM,” and that may, therefore, create confusion among consumers as to source, sponsorship
or affiliation “Deal Buzzer Asset” names. In addition, Iconosys shall make no further use of any of the Deal Buzzer
Assets as of the Closing Date and/or attempt to resell any of the Deal Buzzer Assets, nor shall Iconosys challenge, interfere,
solicit, encourage or assist others to challenge or otherwise interfere with Monster Offers’ title, interest, right or use
of the Deal Buzzer Assets. Iconosys will not itself, or enable another to, take any action or refrain from any action or otherwise
support any claim that may detrimentally affect the registrability, validity of, or commercial value associated with the Deal
Buzzer Assets.


 


7.General
Provisions.


 


7.1Subject
to the other provisions of this Section 7 as set forth below, the terms and provisions of Section 2 of the MPA, entitled “Miscellaneous,”
are hereby incorporated by reference.


 


7.2Time
of Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided,
however, that the foregoing shall not be construed to limit or deprive the Party of the benefits of any grace or use period allowed
in this Agreement.


 


7.3Injunctive
Relief. Each of the Parties acknowledges that, in view of the uniqueness of the transactions contemplated by this Agreement,
neither Party shall have an adequate remedy at law for money damages in the event that this Agreement is not performed in accordance
with its terms, and therefore each Party agrees that the other Party shall be entitled to specific enforcement of the terms hereof
in addition to any other remedy to which it may be entitled, at law or in equity. All rights and remedies existing under this
Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.


 




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7.4Additional
Actions. At any time after the Closing Date, at Monster Offers’ request and expense, except to the extent such costs
are the responsibility of Iconosys pursuant to any other provision of this Agreement, including without limitation, Section 6
or this Section 7, Iconosys shall execute and deliver to Monster Offers such other instruments and documents, and take such other
actions as Monster Offers may deem necessary or desirable to effect, evidence, record and perfect the transfers and assignments
contemplated by this Agreement. Iconosys will be responsible for all expenses relating to recordation of assignments, if any.
Iconosys will prepare a short form assignment document to be used for such recordation.


 


7.5Counterparts.
This Agreement may be executed by facsimile signature and in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


7.6All
representations and warranties contained herein shall survive the execution and delivery of this Agreement, are material, and
have been or will be relied upon by the Parties, notwithstanding any investigation made by the Parties or on behalf of any of
them.


 


IN
WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be made and executed by its duly authorized officer.


 


	“Monster Offers”	 	“Iconosys”
	 	 	 	 	 
	MONSTER OFFERS, a Nevada corporation	 	ICONOSYS, INC., a California corporation
	 	 	 	 	 
	By:	/s/
    Wayne Irving II	 	By:	/s/
    Ryan Foland
	 	Wayne Irving II, Chief Executive Officer	 	 	Ryan Foland, Chief Operating Officer



 






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Exhibit
A


 


Deal
Buzzer Asset Domain Name(s)


 





	Domain
    Name	 	Registrar
	 	 	 
	DealBuzzer.net	 	Go Daddy
	 	 	 
	NewYearsBuzzer.com	 	Go Daddy
	 	 	 
	NewYearBuzzer.com	 	Go Daddy
	 	 	 
	310CashForGold.com	 	Go Daddy
	 	 	 
	323CashForGold.com	 	Go Daddy
	 	 	 
	714CashForGold.com	 	Go Daddy
	 	 	 
	858CashForGold.com	 	Go Daddy
	 	 	 
	909CashForGold.com	 	Go Daddy
	 	 	 
	562CashForGold.com	 	Go Daddy
	 	 	 
	818CashForGold.com	 	Go Daddy
	 	 	 
	949CashForGold.com	 	Go Daddy
	 	 	 
	BlackFlyday.com	 	Go Daddy
	 	 	 
	MyShoppingCircle.net	 	Go Daddy
	 	 	 




 




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Exhibit
B


 


Deal
Buzzer Asset Trademarks)


 


	Trademarks	 	Registration
    No.	 	Registration
    Date	 	Jurisdiction
	Deal BuzzerTM	 	pending	 	 	 	 
	BlackFlydayTM	 	pending	 	 	 	 
	 	 	 	 	 	 	 



 






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Exhibit
C


 


Deal
Buzzer Asset Smartphone App(s)


 


Amazon
Buzzer Auction Buzzer


 


Bar Buzzer


 


Car Buzzer


 


Club
Buzzer Craigslist Buzzer


 


Deal Buzzer


 


EBay Buzzer


 


Event
Buzzer


 


For
Sale Buzzer


 


Mobbing
Buzzer


 


Motorcycle
Buzzer


 


Party Buzzer


 


Real Estate
Buzzer


 


Used Car Buzzer


 


Black
FlydayTM


My Shopping CircleTM


 


714 Cash For
Gold


 




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Exhibit
D


 


Deal
Buzzer Asset Trademark(s)


 


n/a


 




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Exhibit
F


 


Copy
of SPA


 


[see
attached]