assignment and assumption agreement this assignment and assumption agreement ( the “ assignment and assumption agreement ” ) is made as of the 14 day of september, 2011 ( the “ effective date ” ), by and among anoteros, inc., a nevada corporation ( the “ assignor ” ), doolittle edutainment corp., a nevada corporation ( “ doolittle edutainment ” ), and george g. chachas ( the “ assignee ” ). recitals a. whereas, on april 29, 2011, pursuant to the terms of that certain agreement and plan of merger ( the “ merger agreement ” ) the assignor through its wholly - owned subsidiary, antero payment solutions, inc. ( “ antero ” ), acquired coa holdings, inc. ( “ coah ” ), assignor acquired coah through the merger of coah with and into antero ( the “ merger ” ) with antero being the surviving corporation, and the business of coah continuing through antero, as a wholly - owned subsidiary of anoteros. b. whereas, assignor is the parent and owner of 100 % of the capital stock of doolittle edutainment which is engaged in the children ’ s education and entertainment market. doolittle edutainment ’ s focused is on the entertainment and education of children through various avenues through its main character “ doolittle. ” doolittle edutainment has completed, published and offers three the current books and holds all intellectual property and other assets relating to the character doolittle, and the books and product line. c. whereas, concurrently with and as a condition to the closing of the merger, assignor, doolittle edutainment and assignee entered in an option agreement ( the “ option agreement ” ) under which assignor granted assignee the option to call and acquire all of the capital stock of doolittle edutainment and all assets and intellectual property owned by doolittle edutainment, in consideration of the concurrent assumption by doolittle edutainment of any and all liabilities of assignor to chachas, and any and all liabilities associated with doolittle edutainment. additionally, assignee granted assignor an option to put all of the capital stock of doolittle edutainment ( including all assets and intellectual property owned by doolittle edutainment ) to