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ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

ASSET PURCHASE AGREEMENT | Document Parties: GLOBAL ENTERTAINMENT CORP | CRAGAR INDUSTRIES, INC | DANBOM TEMPORARY, INC You are currently viewing:
This Asset Purchase Agreement involves

GLOBAL ENTERTAINMENT CORP | CRAGAR INDUSTRIES, INC | DANBOM TEMPORARY, INC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Iowa     Date: 8/8/2008
Industry: Recreational Activities     Sector: Services

ASSET PURCHASE AGREEMENT, Parties: global entertainment corp , cragar industries  inc , danbom temporary  inc
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                                                                     Exhibit 2.1

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement ("AGREEMENT") is entered into this 31st day
of July, 2008 ("EFFECTIVE Date") by and between DANBOM TEMPORARY, INC., an Iowa
corporation ("BUYER"), and CRAGAR INDUSTRIES, INC., a Delaware corporation
("SELLER").

     The Seller is engaged in the business of selling and licensing others to
sell various customized vehicles, vehicle parts, kits, and other goods and
services (the "PRODUCTS") distributed under various trademarks and trade dress
(the "TRADEMARKS") through its offices located at 1600 North Desert Drive, #301,
Tempe, AZ 85281 (the "BUSINESS"). Seller desires to sell, and Buyer desires to
purchase, substantially all of Seller's assets used in connection with the
Business for the consideration and on the terms set forth in this Agreement.

     The parties, intending to be legally bound, agree as follows:

1. PURCHASE AND SALE.

      1.1. PURCHASED ASSETS. Subject to the terms and conditions stated in this
          Agreement, Seller shall sell to Buyer and Buyer shall purchase from
          Seller, free and clear of all liens and encumbrances, all of Seller's
          rights, title and interest in and to the assets of Seller relating to
          or arising from the conduct of the Business (the "PURCHASED ASSETS")
          as listed below:

          1.1(a).   All books, records, customer lists, customer information and
                    credit files, supplier lists, correspondence and other files
                   owned by Seller and used or intended for use by Seller in the
                   Business, including, but not limited to, physical and digital
                   files and folders regardless of where or on which computer
                   they are stored; provided, however, that Seller shall retain
                   the right to reasonable access to all such books and business
                   records for tax and business records related to the Business
                   or Agreement (the "BOOKS AND RECORDS");

          1.1(b).   All of the intangible rights and property of Seller,
                   including all trade secrets; proprietary information;
                    know-how; inventions; going concern value; goodwill; all
                   trade names, corporate or other business names, trademarks,
                   service marks, trade dress rights, and domain names
                   (including all applications, registrations and common law
                   rights in any of the aforementioned and all goodwill
                   associated with any of the aforementioned); telephone,
                   telecopy, e-mail addresses; patents, patent applications and
                   all inventions claimed therein or related thereto; copyright
                   registrations and unregistered copyrights owned by Seller,
                   including, without limitation, all rights Seller has in the
                    rights listed on SCHEDULE A attached hereto (the "SCHEDULED
                   INTELLECTUAL Property") (all of the aforementioned
                   collectively comprising "SELLER'S INTELLECTUAL PROPERTY");

          1.1(c).   The right to sue and collect damages for past and future
                   infringement of Seller's Intellectual Property;
<PAGE>
          1.1(d).   The content of the website of Seller (including all
                   copyrights relating thereto): www.cragar.com (the "WEBSITE")
                   and the domain name for www.cragar.com (the "DOMAIN NAME");

          1.1(e).   The telephone number 1-877-8CRAGAR (1-877-827-2427);

          1.1(f).   All catalogues, catalogue layouts, artwork, photography,
                   etc., necessary to complete a catalogue layout.

          1.1(g).   The contents of a storage unit located at 4950 E. McDowell
                   Rd., Unit 17 Phoenix, AZ 85008, including but not limited to
                   items listed in SCHEDULE C;

           1.1(h).   Certain race wheel dies stored at Dunkel Bros Machinery
                   Moving, 14500 Firestone Blvd., La Mirada, CA 90638;

          1.1(i).   All inventory owned by Seller including, but not limited to,
                   those items of inventory described in SCHEDULE D, except
                   items of inventory sold in the regular course of business
                   prior to the Closing Date;

          1.1(j).   All equipment owned by Seller including, but not limited to,
                    those items of equipment described in SCHEDULE E;

          1.1(k).   All memorabilia and promotional items owned by Seller from
                   Seller's offices including, but not limited to, those items
                   listed on SCHEDULE F.

     1.2. INTELLECTUAL PROPERTY AGREEMENTS. As of the Effective Date, Buyer
          shall assume all benefits and obligations under all license agreements
          relating to Seller's Intellectual Property between Seller and any
          third party, including but not limited to those licenses described in
          SCHEDULE G.

     1.3. EXCLUDED ASSETS. Buyer and Seller acknowledge that the insurance
          policies, corporate and financial records (except as provided in
          Subsection 1.1(a)), employee benefit plans, bank accounts, accounts
          receivable, cash, cash equivalent assets, and investments of Seller
          are not included as part of the Assets to be conveyed in this
          transaction.

2.    EXCLUDED LIABILITIES. Buyer does not assume and shall have no obligation
     with respect to any of the liabilities, claims, obligations or agreements
     of Seller except as otherwise expressly provided in this Agreement, and
     Seller shall indemnify Buyer against such non-assumed liabilities, claims,
     obligations or agreements until the end of the applicable statute of
     limitations for such non-assumed liabilities, claims, obligations or
     agreements. By way of illustration, and not in limitation of the foregoing,
     Buyer does not assume:

     2.1. Any liabilities or obligations of, or claims against, Seller which
          arise out of the operation of the Business prior to the Closing;

                                       2
<PAGE>
     2.2. Any warranty and/or service obligations or product liability claims,
          suits, losses, damages, expenses, costs or obligations related to or
          arising from Products manufactured, replaced, sold or distributed in
          connection with the Business prior to the date of Closing;

     2.3. Any claims, suits, losses, damages, expenses, costs or obligations
          arising prior to Closing out of or in connection with any employee
          benefits or compensation;

     2.4. Any leases for equipment or office space;

     2.5. Any federal, state or local income, sales, property, or other taxes
          payable by Seller;

     2.6. Any amount owing to Katt Worldwide Logistics, Dunkel Bros. Machinery
          Moving Inc., Now Courier, or Power Stop;

      2.7. Any agreement between Seller and Auto World Marketing, including, but
          not limited to, the Sales Incentive Agreement;

     2.8. Notwithstanding subsection 1.1(f) above, Buyer is not acquiring the
          Order Motion Software and Buyer will have no obligation or liability
          with respect to such software or any license agreements relating
          thereto.

3.    PURCHASE PRICE, ADDITIONAL CONSIDERATION AND TERMS

     3.1. PURCHASE PRICE. The purchase price for the Purchased Assets shall be
          $1,900,000.00.

          3.1(a).   UNAMORTIZED DEFERRED INCOME. In addition to the purchase
                   price in Subsection 3.1 above, Seller will pay to Buyer at
                   Closing the remaining amount of unamortized deferred income
                   from the Carlisle Tire and Wheel Co. wheel agreement.
                   Pursuant to this agreement there was an unamortized balance
                   of $53,706.80 as of May 31, 2008. The amount to be paid at
                    Closing will be the most recent computed number of the
                   unamortized balance prior to Closing. If it is determined
                   after Closing that the balance of the unamortized amount as
                   of the Closing date was less than the amount paid at Closing,
                   then Buyer shall reimburse Seller the difference within 15
                   days of such determination. If it is determined after Closing
                   that the balance of the unamortized amount as of the Closing
                   date was more than the amount paid at Closing, then Seller
                   shall reimburse Buyer the difference within 15 days of such
                   determination.

     3.2. PAYMENT TERMS. The purchase price shall be payable in cash at the time
          of Closing.

     3.3. INTELLECTUAL PROPERTY AND OTHER INTANGIBLE ASSETS.

          3.3(a).   ASSIGNMENT OF SELLER'S INTELLECTUAL PROPERTY: Seller hereby
                   irrevocably grants, conveys, transfers, assigns and

                                       3
<PAGE>
                   relinquishes exclusively to Buyer all of its rights, title
                   and interest in and to Seller's Intellectual Property and any
                   reasonably foreseeable or otherwise contemplated expansions
                   thereof and/or extensions thereto.

          3.3(b).   Seller shall not on or after the Effective Date:

               3.3(b)(i) Make any claims or threats against Buyer or any third
                    party alleging infringement or violation of Seller's
                    Intellectual Property;

               3.3(b)(ii) Make any claim of ownership of or right in or to any
                    of Seller's Intellectual Property;

                3.3(b)(iii) Do or cause to be done any act contesting,
                    challenging or in any way impairing the validity or
                    enforceability of or Buyer's right, title and/or interest in
                    or to any part of Seller's Intellectual Property;

               3.3(b)(iv) File any application seeking or otherwise attempt to
                    obtain any rights in any patents, trademarks, service marks,
                    trade dress, domain names, or copyrights that dominate,
                    cover, or otherwise relate to the Business, Seller's
                    Intellectual Property, or any of the assets transferred to
                    Buyer hereunder;

               3.3(b)(v) Do or cause to be done any act to enforce or purporting
                    or attempting to enforce any of Seller's Intellectual
                    Property; or

               3.3(b)(vi) Do or cause to be done any act to or purporting to
                    license, assign, otherwise transfer, covenant not to sue,
                    grant a non-assert, or give permission to practice any of
                    Seller's Intellectual Property to any third party.

          3.3(c).   After the Closing Date, Buyer shall have the exclusive right
                   to seek and/or procure any intellectual property and similar
                   and/or related protection for or related to the Business,
                   Seller's Intellectual Property, or any of the Purchased
                    Assets, and Seller shall reasonably assist Buyer in Buyer's
                   efforts to procure and/or enforce such rights.

     3.4. INTELLECTUAL PROPERTY WARRANTIES AND REPRESENTATIONS.

          3.4(a). Seller hereby represents and warrants to Buyer:

                3.4(a)(i) At Closing, Seller will deliver free and clear of all
                         liens, security interests, claims, restrictions, or
                         other encumbrances, all of Seller's Intellectual
                          Property, including, without limitation, the Scheduled
                         Intellectual Property, provided, however, Seller shall
                         obtain releases of such liens, security interests,
                         claims, restrictions, or other encumbrances held by

                                       4
<PAGE>
                         Foothill Capital Corp. and Norwest Business Credit,
                         Inc. (or their respective successors in interest, as
                          applicable) to Buyer within 15; days after Closing;

                3.4(a)(ii) To Seller's knowledge: (a) Seller has not received
                         any notice of a claim that any of Seller's trademark
                         registrations listed in the Scheduled Intellectual
                         Property; and (b) none of Seller's trademark
                         registrations listed in the Scheduled Intellectual
                         Property are invalid or have even been found invalid or
                         unenforceable for any reason in any administrative,
                         arbitration, judicial or other proceeding;

                3.4(a)(iii) To Seller's knowledge, all filings necessary to
                          maintain the validity, enforceability and effectiveness
                         of all Seller's trademark registrations listed in the
                         Scheduled Intellectual Property with the listed
                         registering authority have been made, and all
                         statements made in such filings are accurate;

                3.4(a)(iv) To Seller's knowledge, none of the trademark
                         registration applications listed in the Scheduled
                          Intellectual Property have been cancelled or
                         terminated, or been finally rejected, and all
                         statements made in such registration applications are
                         accurate;

                 3.4(a)(v) To Seller's knowledge, there are no limitations,
                         defects or other circumstances or threats, pending that
                         could reasonably be expected to cause the invalidity,
                         unenforceability or other loss of any of the trademark
                         registrations listed in the Scheduled Intellectual
                         Property;

                3.4(a)(vi) Seller is not aware of any third-party claims
                          assertions, or threats leading Seller to believe any of
                         the trademark registrations listed in the Scheduled
                         Intellectual Property are or may be found or held by a
                         court of competent jurisdiction to be invalid,
                         unenforceable;

                3.4(a)(vii) Subject to the provisions of Section 6.14 of this
                         Agreement, Seller has the right to use and to freely
                         transfer to Buyer as set forth herein, without any
                         obligation or liability whatsoever to make any payments
                         or provision of other compensation by way of royalties,
                         fees or otherwise, all of Seller's trademark
                         registrations and applications listed in the Scheduled
                         Intellectual Property;

                3.4(a)(viii) To the Seller's knowledge, no claims are pending
                          against Seller by any person or entity regarding the
                         use of any intellectual property, similar and/or
                         related right or other proprietary right, including,
                         without limitation, Seller's Intellectual Property,
                         which includes, without limitation, the Scheduled
                         Intellectual Property;

                3.4(a)(ix) To the Seller's knowledge, no claims or proceedings
                         are pending or threatened, against Seller alleging that
                         Seller is infringing upon or otherwise violating, or

                                       5
<PAGE>
                         causing, contributing to or inducing its customers or
                         other persons or entities to infringe upon or otherwise
                         violate, any known right or claimed right of any person
                         or entity under or with respect to any intellectual
                          property of any other person or entity, or challenging
                         the validity or enforceability of any of Seller's
                         Intellectual Property (including, without limitation,
                         the Scheduled Intellectual Property);

                3.4(a)(x) Seller is not aware of any infringements or violations
                         by third parties of Seller's Intellectual Property
                         (including, without limitation, the Scheduled
                         Intellectual Property), and Seller has not made any
                         claims or threats alleging any such infringement or
                         violation by third parties;

                3.4(a)(xi) To its knowledge, Seller is not using any
                         confidential and/or proprietary information or know-how
                         or any trade secrets of others, and none of the
                         Purchased Assets comprise any confidential and/or
                          proprietary information or know-how or any trade
                         secrets of others;

                3.4(a)(xii) To its knowledge, Seller has not disclosed to any
                         person not obligated to maintain the confidentiality
                         thereof, any trade secret, confidential and/or
                         proprietary information or other information the value
                         of which is contingent upon confidentiality or secrecy
                          thereof without securing an appropriate confidentiality
                         agreement, and there have been no material violations
                         of any such confidentiality obligations or any such
                         agreements;

                3.4(a)(xiii) Other than those comprising part of Seller's
                         Intellectual Property, Seller has not filed any
                         application seeking or obtained any rights in any
                          patents, trademarks, service marks, trade dress, domain
                         names, or copyrights that dominate, cover, or otherwise
                         relate to the Business, the Products, or any of the
                         assets transferred to Buyer hereunder;

                3.4(a)(xiv) Seller is not aware of any intellectual property
                         right or similar and/or related right that dominates
                         any of the registered or unregistered trademarks listed
                         in the Scheduled Intellectual Property;

                3.4(a)(xv) Seller has not licensed, assigned, otherwise
                         transferred, covenanted not to sue, granted a
                         non-assert, or given permission to practice any of
                         Seller's Intellectual Property to any third party,
                         other than as set forth in SCHEDULE G. Notwithstanding
                         anything to the contrary in this Agreement, to the
                         extent any agreement between Seller and any third party
                         relating to the Purchased Assets is not listed in
                         Schedule G (an "UNSCHEDULED AGREEMENT"), for a period

                                        6
<PAGE>
                         of thirty (30) days from the later of Closing or when
                         Buyer becomes aware of such Unscheduled Agreement,
                         Buyer shall have the option, but not the obligation, to
                         assume any or all benefits and/or obligations under
                         such Unscheduled Agreement. Unscheduled Agreements
                         include, but are not limited to, the Sales Incentive
                          Agreement between Cragar and Auto World Marketing
                         effective August 1, 2006. By the time of Closing,
                         Seller shall provide notice of termination of the Sales
                         Incentive Agreement between Cragar and Auto World
                         Marketing to Auto World Marketing in the manner
                         specified in that agreement.

                3.4(a)(xvi) Seller disclaims all representations and warranties
                          of Seller not expressly stated herein, including: any
                         implied warranties including those of fitness for a
                         particular purpose or merchantability.

          3.4(B).   INDEMNIFICATION: THE SELLER SHALL DEFEND AND INDEMNIFY
                   AGAINST, AND HOLD BUYER AND ITS Employees, DIRECTORS,
                   OFFICERS AND AGENTS HARMLESS FROM, ANY LOSS, COST, LIABILITY
                   OR EXPENSE (INCLUDING COURT COSTS AND REASONABLE FEES OF
                   ATTORNEYS AND OTHER PROFESSIONALS) INCURRED FROM ANY CLAIM TO
                   THE EXTENT ARISING OR Alleged TO ARISE OUT OF THE SELLER'S
                   BREACH OF ANY TERM OR CONDITION OF THIS SUBSECTION 3.4 OF
                    THIS AGREEMENT.

     3.5. At the execution of this agreement and as additional consideration
          hereof, Buyer and Seller shall enter into a Notice of Assignment for
          the purpose of evidencing and/or recording the above assignments
           substantially in the form of EXHIBIT I attached hereto. The parties
          shall also enter into a Notice of Assignment and Assumption for the
          purpose of notifying licensees of the change in ownership of the
          Purchased Assets substantially in the form of EXHIBIT K attached
          hereto.

     3.6. ACCOUNTING FOR ROYALTIES. Seller is entitled to retain any royalties
          earned prior to Closing. All royalty customers shall be notified by
          Seller immediately after Closing to make royalty payments to Buyer.
          Buyer shall provide an accounting to Seller for all royalties received
          after Closing that were earned prior to Closing. Seller will be
          entitled to all royalties earned prior to Closing; Buyer will be
          entitled to all other royalties. Buyer will remit to Seller its share
          of the royalties within thirty (30) days of receipt. If Seller
          receives any unearned royalty after Closing it shall immediately remit
           such royalty to Buyer to be accounted for as provided herein.

     3.7. ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
          among the Purchased Assets as set forth in SCHEDULE H, such allocation
          to be made as provided in Section 1060 of the Internal Revenue Code of
          1986 ("CODE"). Buyer and Seller shall each file Form 8594 (Asset

                                       7
<PAGE>
          Acquisition Statement under Section 1060) and any required amendment
          thereto on a timely basis reporting the allocation of the Purchase
          Price consistent with the allocation in SCHEDULE H. Buyer and Seller
          shall not take any position on their respective income tax returns
          that is inconsistent with the allocation of the Purchase Price as
          agreed to in SCHEDULE H.

     3.8. AGREEMENTS NOT TO COMPETE. At execution of this Agreement, Seller
          shall enter into an Agreement Not to Compete substantially in the form
           of EXHIBIT J attached hereto.

4.    CLOSING DATE AND PLACE. The Closing shall take place on July 31, 2008 (the
     "CLOSING DATE") in Tempe, AZ at the offices of Global Entertainment
     Corporation or at such other time and location as the parties may agree.
     Time is of the essence for this Agreement.

5.    FURTHER COOPERATION.

     5.1. EXECUTION OF DOCUMENTS. At the reasonable request of the other party,
          each party will execute and deliver such other instruments and do and
          perform such other acts and things as may be necessary or desirable
          for effecting completely the consummation of the transactions
          contemplated hereby, including, without limitation, execution,
          acknowledgment, and recordation of other such papers, and using
          commercially reasonable efforts to obtain the same from the respective
          inventors or other individuals or parties, as necessary or desirable
          for fully perfecting and conveying unto the parties the benefit of the
          transactions contemplated hereby.

     5.2. PRIVILEGED AND PROTECTED INFORMATION. To the extent any
          attorney-client privilege or the attorney work-product doctrine
          applies to any documents, files, or other information relating to the
          Purchased Assets, Seller will ensure that, if any such documents,
          files, or other information remains under Seller's possession or
          control after Closing, it is not disclosed to any third party unless
           (a) disclosure is ordered by a court of competent jurisdiction, after
          all appropriate efforts to prevent disclosure have been exhausted, and
          (b) Seller gave Buyer prompt notice upon learning that any third party
          sought or intended to seek a court order requiring the disclosure of
          any such portion of such documents, files, or other information. In
          addition, Seller will continue to reasonably prosecute, maintain, and
          defend the Purchased Assets at its sole expense until the Closing.

     5.3. PROSECUTION AND LITIGATION ASSISTANCE. Seller will also, at the
          reasonable request of Buyer after Closing, assist Buyer in providing,
          and obtaining, from individuals who are employees of Seller at the
          time of Buyer's request, prompt production of pertinent facts and
          documents, otherwise giving of testimony, execution of petitions,
          oaths, powers of attorney, specifications, declarations or other
          papers and other assistance reasonably necessary for filing patent
          applications, trademark applications, trademark renewals, enforcement
          or other actions and proceedings with respect to the claims under the
          Purchased Assets. Buyer shall compensate Seller for any reasonable,

                                       8
<PAGE>
          documented disbursements and time incurred after Closing in connection
          with providing assistance under this subparagraph 5.3 in connection
           with any enforcement or other infringement action regarding the
          Purchased Assets, under a standard billable hour rate of Seller.
          Seller shall furnish Buyer an advance, written estimate of the fees
          and costs for such assistance and Buyer shall have agreed in writing
          to pay such fees and costs.

     5.4. Seller shall pass through to Buyer all manufacturer warranties, if
          any, on the inventory items listed in Schedule D.

6.    REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to
     Buyer as follows:

     6.1. LEGAL STATUS. Seller is a corporation duly organized, validly
          ex  


 
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