Exhibit 10.1
ASSET PURCHASE
AGREEMENT
This Asset
Purchase Agreement (the “Agreement”) is entered into as
of this 30 th day of January, 2007,
by and between Camera Platforms International, Inc., a Delaware
corporation (“Seller”), and Moving Vehicular Platforms,
Inc., or an affiliated entity (“Purchaser”).
R E C I
T A L S :
The Seller
desires to sell to the Purchaser, and the Purchaser desires to
purchase from the Seller, the Assets (as hereinafter defined), all
upon the terms and subject to the conditions set forth
herein.
NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
A G R E
E M E N T
1.
Purchase
of Assets. (a) Assets
To Be Sold . On the terms and in reliance on the
representations and warranties contained herein, Seller shall, at
the Closing (as hereinafter defined), sell, convey, transfer,
assign and deliver to the Purchaser, and the Purchaser shall
purchase from the Seller, all of Seller’s right, title and
interest in and to the following, and only the following, assets
described in Schedule 1 attached hereto and incorporated herein by
this reference (collectively, the “ Transferred Assets
”):
(b)
License
Agreement . At the Closing, the
Seller and the Purchaser shall enter into a license agreement (the
“ License Agreement ”) in substantially the form
of Exhibit 1(b) , pursuant to which the Seller, or the
Seller’s successor-in-interest, will license to the Purchaser
the right to use the names “Shotmaker” solely in the
United States.
2.
Sublease
Agreement. At the request of
the Purchaser and subject to the prior consent of the landlord, the
Seller and Purchaser shall, at the Closing, execute and deliver a
sublease agreement (the “ Sublease Agreement ”)
pursuant to which Seller would sublease up to approximately 6,663
square feet of the premises commonly known by the street address of
10909 Vanowen Street, Unit A, North Hollywood, California 91605
(the “ Subleased Premises ”) until December 31,
2007, on the terms and conditions set forth in the Standard
Industrial/Commercial Multi-Tenant Lease — Gross, between IPA
Burbank Airport Partners, and Seller (the “ Master
Lease ”). The Sublease Agreement shall require the
first month’s rent, last month’s rent and security
deposit (the “ Sublease Deposit Amounts ”) upon
the execution of the Sublease Agreement.
3.
Purchase
Price; Allocation of Purchase Price. (a) In
addition to the assumption by the Purchaser of the Assumed
Liabilities, the aggregate purchase price for the Transferred
Assets (the “Purchase Price”) shall be
$500,000.
(a)
Twenty Five Thousand dollars
($25,000) of the Purchase Price has been paid as an Option Advance
pursuant to the terms of the Letter of Intent dated as of December
13, 2006 (the “Option Advance”);
(b)
Twenty Five Thousand dollars
($25,000) of the Purchase Price shall be paid upon the execution of
this Asset Purchase Agreement (the “Additional Deposit”
and, together with the Option Advance, the “Deposit”);
and
(c)
Four Hundred
Fifty Thousand Dollars ($450,000) of the Purchase Price will be
paid to Seller at the Closing (as defined below).
4.
Closing.
The consummation of the transactions
contemplated hereby (the “ Closing ”) shall take
place immediately following fulfillment or waiver, in accordance
with this Agreement, of all conditions to the Closing, but in any
event no later than April 30, 2007, unless extended by mutual
agreement of the parties (the “ Closing Date
”). The Closing
shall take place at the offices of Stradling, Yocca,
Carlson & Rauth, 800 Anacapa Street, Suite A, Santa
Barbara, California 93101, or at such other place as the Seller and
the Purchaser may mutually agree.
5.
Closing
Deliveries by the Seller. At the Closing, the
Seller shall deliver to the Purchaser:
(a)
a duly executed
counterpart of a Bill of Sale and Undertaking (the “Bill of
Sale”) substantially in the form of Exhibit 5(a) and such
other endorsements, certificates of title, assignments and other
good and sufficient instruments of conveyance and transfer as may
be reasonably requested by the Purchaser in order to vest in the
Purchaser good and valid title to the Transferred Assets in
accordance herewith.
(b)
a duly executed
counterpart of the License Agreement;
(c)
a receipt for
the Purchase Price;
(d)
to the extent
applicable, a duly executed counterpart of the Sublease
Agreement.
6.
Closing
Deliveries by the Purchaser. At the Closing, the
Purchaser shall deliver to the Seller:
(a)
the Purchase
Price by check or wire transfer in immediately available funds to
an account designated in writing by the Seller;
(b)
a duly executed
counterpart of the Bill of Sale;
(c)
a duly executed
counterpart of the License Agreement; and
(d)
if applicable,
a duly executed counterpart to the Sublease Agreement, together
with the Sublease Deposit Amounts.
7.
Representations and
Warranties of Seller. The Seller
represents and warrants to the Purchaser that Seller is a
corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has all
necessary corporate power and authority to enter into this
Agreement and the other agreements, documents and instruments
contemplated hereby (the “Ancillary
Agreements”), and,
subject to obtaining the necessary approvals of the stockholders
of
2
the Seller, to carry out and perform its obligations
hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.
8.
Representations and
Warranties of Purchaser. The Purchaser
represents and warrants to the Seller as follows:
(a)
The Purchaser
is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of California and has all
necessary corporate power and authority to enter into this
Agreement and the Ancillary Agreements, to carry out and perform
its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution
and delivery by the Purchaser of this Agreem
