-ASSET PURCHASE
AGREEMENT-
This Asset
Purchase Agreement (“ Agreement ”), entered into
on February 28th, 2005 by and between Moving Records, LLC, a
private company established and operated in the state of Minnesota
(“ Seller ”), and Immediatek, Inc., a publicly
traded Nevada corporation domesticating in Texas, with offices in
Richardson, Texas, (“ Buyer ”),
Whereas, Seller,
owns certain assets; and Whereas, Seller desires to sell, assign,
transfer and convey to Buyer and Buyer desires to purchase and
acquire specific assets identified below under
“Acquired Assets” of Seller relating to
the terms and subject to the conditions set forth in this
Agreement; the parties hereby agree as follows:
ASSETS
PURCHASED; LIABILITIES ASSUMED
Acquired
Assets . On the terms
and subject to the conditions set forth in this Agreement, at the
Closing, Seller shall sell, assign, transfer and convey to Buyer,
and Buyer shall purchase and acquire from Seller, the
“Acquired Assets”.
For the
purposes of this Agreement, “ Acquired Assets
” are described as follows:
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(1)
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Moving Records Name.
This includes but is not
limited to the Moving Records name, logos, trademarks, registered
marks, service marks, graphic images and digital files containing
the name Moving Records.
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(2)
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Moving Records Website.
This includes but is not
limited to the domain name (URL), www.movingrecords.com, the
complete contents of the website, functionality, FLASH, and source
code.
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(3)
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Intellectual Property.
This includes but is not
limited to any proprietary software, source code, software
licenses, patents, trademark registrations, copyright
registrations, sound recording copyrights or licenses of any kind
developed or acquired through the business of Moving
Records.
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(4)
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Recordings / Inventory /
Artwork. This
includes but is not limited to any CD titles, actual sound
recordings in any format, inventory of any sound recordings, blank
CD-R inventory and any artwork designed for any cover art, website,
flyer, advertisement or poster.
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(5)
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Contracts / Accounts
Receivable. This includes but is not limited to
any license agreements, contracts or agreements made with artists,
labels, managers, agents or promoters for the recording and
duplication of sound recordings.
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(6)
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Customer Lists.
This includes but is not
limited to customer contact information, including email addresses,
phone numbers, mailing addresses and purchase history
detail.
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(7)
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Physical Asset List
. Equipment includes but
is not limited to the commercial mobile vehicle and its recording
and duplication equipment. Description of the equipment is as
follows:
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(i) Assets
Description
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3
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DH21469 Rev R; DH
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21494 Rev R; DH18250
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Rev K
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3
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1
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DYO1677
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1
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ACC11754; ACC11667
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2
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SNZ21L4001427
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1
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2.5 Terabyte
Apple Xserve
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XB311020M8M
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1
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XB3420VUPC1;
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XB33501UPC1;
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XB33307MPC1
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3
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BIMP004846CC
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1
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0040344
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1
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TRUE Precision8
Mic Preamps
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1
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Mackie HR824
Monitor Speakers
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2
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2
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1
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Medusa Custom
32-Channel Split Snake
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1
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1
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Custom Rack
Mount CD Duplicators
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9
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Custom Rock
Hard Road Cases
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6
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Merch Equip.
Cash Reg, Tents, Listening Stat.
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1
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1
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* Make:
InternationalModel or series: 9200
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Style: Cat
Engine 3406E 450 HP, Positrack
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Odometer
reading as of 1/31/05: 320,000
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2hscdatn3yc061112
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1
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60/541,706
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*
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International Series 9200, Year 2000
— The title to the mobile rig is in the process of being
transferred from Michael Nolan to Immediatek, Inc. as referenced by
a separate document signed between Immediatek and Michael Nolan. As
a condition of the transference of title, Immediatek and Michael
Nolan have agreed to convert the $80,000 lien on the title into
common stock in the
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amount of
700,000 shares. As additional compensation for structuring this
transaction, Wes Schuck will receive an additional 200,000 shares
of common stock in Immediatek, Inc. above and beyond amount stated
in section entitled “Allocation of Stock to
Individuals”.
Liabilities Assumed and Excluded
. On the terms and subject to the conditions set
forth in this Agreement, at the Closing, Buyer shall assume certain
liabilities and Buyer shall be exempt or excluded from other
certain liabilities as described below:
For purposes of
this Agreement, “ Assumed Liabilities ”
means the following liabilities and obligations are no longer the
responsibility of the Seller from effective on the date the Asset
Purchase Agreement is executed. Certain liabilities become the
responsibility of the buyer immediately upon Closing with respect
to the following: Certain software applications or set of
capabilities that are not fully developed become the sole
responsibility of the Buyer.
For the
purposes of this Agreement, “ Assumed Liabilities
” are described as follows:
Buyer hereby
agrees to assume a total of $120,000 in debt from Seller. A
separate Promissory Note will be executed with each lender and the
Buyer. The terms of the assumed debt are as follows:
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a.
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Three-year note with a balloon
payment at full maturity.
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b.
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Interest to accrue at an annualized
rate of (7%) seven percent.
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c.
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Payments on interest and principle
prior to the balloon payment are payable at a rate of .25 cents per
disc produced and distributed.
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d.
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The
Assumed Debt is convertible into restricted common stock in
Immediatek, Inc. at a rate of .30 per share during the initial
12 months immediately succeeding the date of this Asset
Purchase Agreement, after this time as expired the assumed debt is
convertible at $0.50 per share between the 12
th
through 24
th
months, and $0.70 per
share between the 24 th through 36 th month.
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e.
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In
the event that a capital investment of at least $2 million
occurs within a 30 day period Buyer will pay off the debt in
full without any prepayment penalty.
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f.
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The
$120,000 loan is distributed amongst Lenders as follows: Steven
Lenzen $100,000; David Peters $20,000
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g.
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In
addition to the debt, Buyer assumes accounts payable from vendors
listed. Repayment terms are to be negotiated directly with the
vendor in a separate document.
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Copycats:
$13,973.39
Ryan McKeown tax returns: $450.00
Rockhard Roa
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