Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 145 640K
2: EX-2.1-1 Plan of Acquisition, Reorganization, Arrangement, 6 26K
Liquidation or Succession
3: EX-2.1-2 Plan of Acquisition, Reorganization, Arrangement, 1 11K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or By-Laws 12 40K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws 18 72K
6: EX-4.2 Instrument Defining the Rights of Security Holders 13 49K
7: EX-4.3 Instrument Defining the Rights of Security Holders 15 52K
8: EX-4.4 Instrument Defining the Rights of Security Holders 15 53K
9: EX-10.1 Material Contract 9 35K
18: EX-10.13 Material Contract 4 27K
19: EX-10.14 Material Contract 5 31K
20: EX-10.15 Material Contract 5 31K
21: EX-10.16 Material Contract 5 31K
22: EX-10.17 Material Contract 11 50K
23: EX-10.18-1 Material Contract 20 85K
10: EX-10.2 Material Contract 9 36K
24: EX-10.20 Material Contract 10 40K
25: EX-10.21 Material Contract 4 27K
26: EX-10.22 Material Contract 24 106K
27: EX-10.23 Material Contract 7 40K
28: EX-10.24 Material Contract 11 45K
11: EX-10.3-1 Material Contract 8 38K
12: EX-10.3-2 Material Contract 1 11K
13: EX-10.4 Material Contract 9 37K
14: EX-10.5 Material Contract 8 34K
15: EX-10.6 Material Contract 9 36K
16: EX-10.8-1 Material Contract 20 90K
17: EX-10.8-2 Material Contract 3 18K
29: EX-21.1 Subsidiaries of the Registrant 1 9K
30: EX-23.1 Consent of Experts or Counsel 1 10K
31: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 13K
EX-2.1-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
EX-2.1-2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
The First Amendment to Asset Purchase Agreement (the "First Amendment")
is entered into effective this 4th day of January, 1999 by and between
Infotainment Telepictures, Inc., a Nevada corporation ("Seller"), and
DigitalConvergence.com Inc., a Delaware corporation ("Buyer").
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase
Agreement dated of even date herewith (the "Base Agreement"), and
WHEREAS, the parties hereto desire to enter into this First Amendment
for the purpose of clarifying the parties' rights and obligations regarding
certain assets and liabilities of the Seller.
NOW THEREFORE, for and in consideration of mutual understanding,
promises and covenants contained herein, the parties hereto agree as follows:
1. The term "Assets", as defined in Section 1.1(b), in addition to the
assets contemplated in the Base Agreement, shall include all of
Seller's rights in and to the various contractual relationships (the
"Contract Rights") by and between Seller and Nissi Cosmetics, Inc.
("Nissi") entered into by Seller in connection with the direct
marketing and promotion of Nissi's Baytan products;
2. Buyer and Seller hereby agree that the liabilities to be assumed by
Buyer, as set forth in Schedule III to the Base Agreement and as
contemplated in Section 1.4 of the Base Agreement, shall be limited
to those liabilities incurred by Seller in its ordinary course of
business on or prior to the Closing Date, and any such liabilities
incurred by Seller from and after the Closing Date relating only to
the Nissi Contract Rights; and
3. All provisions of the Base Agreement not otherwise modified herein
shall remain in full force and effect.
Executed as of the date first set forth above.
INFOTAINMENT TELEPICTURES, INC.
a Nevada corporation
By: /s/ J. Jovan Philyaw
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Its:
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DIGITALCONVERGENCE.COM INC.
By: /s/ J. Jovan Philyaw
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Its: C.E.O.
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