CABLE SYSTEM ACQUISITION AGREEMENT
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THIS CABLE SYSTEM ACQUISITION AGREEMENT (the "Agreement") is made and
entered into as of the ____ day of August 2005 by and between Multiband
Corporation a Minnesota corporation (the "Buyer"), and Dinamo Entertainment,
Inc. a California corporation (the "Seller").
WITNESSETH
WHEREAS, the Seller owns, operates and maintains cable television
systems serving residents of the apartment complexes identified on the attached
Exhibit A (the "Properties"); and
WHEREAS, the Seller entered into Rights of Entry Agreements identified
on the attached Exhibit "B" with the owners of the Properties (the "Cable
Agreements"). Exhibit "B" shall also contain the terms of said Cable Agreements.
WHEREAS, the Seller has agreed to sell, and the Buyer has agreed to
purchase (a) all of Seller's equipment used in the operation of the Seller's
business internally such as computers, furniture and other fixed assets and
equipment used in the operation of the cable television system located at the
Properties, specifically including any and all cable home wiring, the headend
(including all satellite dishes and antennas), all components and all internal
and underground portions of the distribution systems (the "Distribution System")
located on the Properties as identified on Exhibit "C" (the "Cable Systems") and
(b) all of Seller's right, title and interest in and to the Cable Agreements and
related subscribers, upon the terms and conditions hereafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, covenant and agree as follows:
1. Sale and Purchase of Cable Agreements and Cable Systems.
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At Closing (as defined below) the Seller shall sell, assign,
transfer, deliver and convey to the Buyer, and the Buyer shall purchase and
acquire from the Seller, the Cable Agreements and Cable Systems for a total
purchase price of two million two thousand seven hundred dollars ($2,002,700).
This sum shall be payable as follows: One hundred five thousand dollars
($105,000) as an agency commission to ExecuServ by electronic funds transfer or
cashier's check with the balance of one million eight hundred ninety-seven
thousand seven hundred dollars ($1,897,700) payable to Dinamo Entertainment,
Inc., or the portion owed to the secured creditors listed on Exhibit D directly
to said creditors, at Buyer's election, as follows: Four hundred seventy-five
thousand dollars ($475,000) by electronic funds transfer or cashier's check, Six
hundred thousand dollars ($600,000) in a forty-eight (48) month note payable
monthly, carrying a fixed interest rate of six percent as detailed in Exhibit
"K", Six hundred fifty-two thousand five hundred dollars ($652,500) in Multiband
Corporation restricted Common Stock at a value of $1.50 per share, and the
assumption of debt to Xxxxxxx Xxxxxxx of $170,200.00 in the following way: cash
payment at closing of seventy-five thousand dollars ($75,000.00), Fifty thousand
dollars ($50,000.00) of Multiband Corporation Common Stock (at market rate) and
continuation of the lease payments on a note of Forty-five thousand two hundred
dollars ($45,200.00). The purchase of the Cable Agreements and Cable Systems
shall include all right, title and interest Seller owns in the subscribers and
related cash flows generated as a result of said Cable Agreements. Seller
warrants that the Cable Systems shall be in normal working condition as of the
Closing Date (as defined herein). Buyer shall have the opportunity to inspect
the Cable Systems prior to the Closing Date. Seller shall cooperate with all
reasonable requests made by Buyer in connection with the performance of such
inspection. Seller and Buyer agree that the purchase price allocation shall be
as follows: Cable Systems, $1,450,000; Cable Agreements; $202,700; Goodwill;
$350,000.
Seller agrees to provide Buyer with a Xxxx of Sale in the Form
of Exhibit "E", attached hereto, simultaneously with Buyer's respective
purchases of the Cable Agreements and Cable Systems.
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2. Termination of Rights. On the Closing Date (as defined herein),
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Seller shall sell, transfer, assign and convey all of Seller's rights, title and
interest in and to (a) the Cable Systems and (b) the Cable Agreements to Buyer.
3. No assumption of liabilities: Buyer shall not assume any liabilities
of Seller and/or its individual shareholders pursuant to this Agreement other
than the Xxxxxxx Xxxxxxx debt of $170,200. and those obligations to perform
services under the Cable Agreements that arise subsequent to the Closing Date.
4. Representations, Warranties and Covenants of the Seller. The Seller
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represents and warrants to Buyer as follows:
a. The Seller is validly existing and in good standing under
the laws of the State of California and has all requisite power and authority to
own the Cable Systems.
b. The execution, delivery and performance of this Agreement
by the Seller have been duly and validly authorized. When duly and validly
executed and delivered by Seller, this Agreement shall constitute the valid and
binding agreement of the Seller, enforceable against Seller in accordance with
its terms.
c. The Seller owns the Cable Agreements and Cable Systems and
has the full right, power and authority to sell, transfer, assign and convey the
Cable Agreements and Cable Systems to the Buyer. The Cable Systems are in good
working order and do not require any modification, upgrade or repair by Buyer to
provide video services as they are currently being provided to Seller's
subscribers.
d. Seller shall deliver the Cable Agreements and Cable Systems
to Buyer free and clear of any liens or encumbrances at time of transfer,
including any tax liens, except those liens identified in Exhibit "D".
e. There is no litigation, action, suit or proceeding pending
or, to the best of Seller's knowledge, threatened against or relating to the
Cable Systems. Dinamo Entertainment, Inc. and Xxxxxx Xxxxxxxx personally, are
Defendants in a suit filed by ClearBay against a Dinamo property not included in
this asset sale, The Regatta Condominiums of Marina Del Rey, California.
f. Exhibit "C" contains a true and complete list of the
equipment and other tangible property included in the Cable Systems.
g. The Cable Agreements are in full force and effect and
Seller is not in breach or default of any terms or conditions thereunder, and no
event has occurred that if notice was delivered, would constitute a breach or
default under the terms of the Cable Agreement, including any payments of
commissions or revenue shares to Landlords.
h. Seller is aware of no facts and has not received any notice
or other communication from any person stating or alleging that Seller is not in
compliance in any material respect with all requirements of (i) the FCC rules
and regulations of the Cable Act, (ii) any Authorization, or that any
Authorization has been revoked, suspended, has expired, or is otherwise not in
full force and effect or (iii) any other applicable Legal Requirement.
i. Exhibit E contains a true and complete list of the live
subscribers and current monthly cash flows related to the Cable Agreements.
j. Seller does not owe any unpaid wages, vacation accruals or
other claims or expenses to any of Seller's employees as of the date of closing.
k. All owned office and fixed asset equipment necessary for
Buyer to operate Seller's assets sold hereunder is being transferred by Seller
to Buyer pursuant to this Agreement. Leased
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equipment may be retained by buyer by assuming or paying-off the leases or may
be returned to lessors and early termination fees paid at buyers option.
5. Representations and Warranties of the Buyer: The Buyer represents
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and warrants to the Seller as follows:
a. The Buyer is validly existing and in good standing under
the laws of Minnesota.
b. The execution, delivery and performance of this Agreement
by the Buyer have been duly and validly authorized. When duly and validly
executed and delivered by the Buyer, this Agreement shall constitute the valid
and binding agreement of the Buyer, enforceable against Buyer in accordance with
its terms.
6. Conditions Precedent to Obligations of Buyer. The obligation of the
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Buyer to be performed at or prior to the Closing shall be subject to the
fulfillment on or prior to the Closing Date of all the conditions set forth
below:
a. Each of the representations and warranties of the Seller
contained in this Agreement shall have been true when made and at all times
after the date when made, to and including the Closing Date.
b. The Seller shall have performed all of its obligations
under this Agreement; to the extent such obligations were required to have been
performed on or prior to the Closing Date.
7. Deliveries to the Buyer on the Closing Date.
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The Seller shall deliver or cause to be delivered to the Buyer
on the Closing Date the following:
a. A completed copy of Exhibit "C", which contains a list of
all equipment and other tangible property being purchased by Buyer hereunder.
b. An executed Xxxx of Sale in the form attached hereto as Exhibit "E" for the
Cable Agreements and the Cable Systems.
c. true and correct copies of all of Seller's leases and right
of entry agreements, signed by the Property Owner or Management Company.
8. Indemnification. The Seller shall indemnify, hold harmless and
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defend the Buyer from and against any and all damages, costs and expenses
(including reasonable attorneys' fees) arising from any misrepresentation,
breach of warranty or non-fulfillment of any agreement, covenant, term or
condition under this Agreement. The Buyer shall indemnify, hold harmless and
defend the Seller from and against any and all damages, costs and expenses
(including reasonable attorneys' fees) arising from any misrepresentation,
breach of warranty or non-fulfillment of any agreement, covenant, term or
condition under this Agreement.
9. Mutual Release of Claims and Covenants Not to Xxx. Upon execution of
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this Agreement by Seller and Buyer, the Parties (on behalf of themselves and
their representatives, agents, attorneys, insurers, predecessors, successors,
assigns, officers, directors, shareholders, employees, parents, subsidiaries,
divisions and any person or entity claiming by or through them) unconditionally
release, acquit, forever discharge, and covenant not to xxx without limitation,
each other, and their representatives, agents, employees, attorneys, insurers,
heirs, estates, successors, assigns, limited and general partners, shareholders,
insurers, family members, heirs, beneficiaries, devisees, and any other person
or entity claiming by, through, or because of them, from and on each and every
right, claim, complaint, demand, cause of action, proceedings, and damage of
whatsoever kind or nature which they now have, have had, or might have at any
time hereafter relating to or arising out of any act, transaction,
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or occurrence, arising before the execution of this Agreement and Release,
including without limitation each and every claim for any type of relief or
remedy whatsoever based upon any theory whatsoever, whether known or unknown at
this time, and specifically including any claims and causes of action relating
to or arising out of the referral of Dinamo to the Regatta Homeowners
Association by Minnesota Digital Universe, including claims under any federal or
state statute or regulation, and including any common law, contractual or tort
claims or causes of action and including all claims that were brought or that
could have been brought in the action styled ClearBay Communications, Inc. v.
Regatta Seaside Homeowners Association; et al., Case No. BC334739 filed in the
Superior Court of the State of California for the County of Los Angeles, Central
District. The Parties acknowledge that they are releasing each other of all
claims, known or unknown, suspected or unsuspected.
10. True Up: Nine months from the close of this agreement, or on April
30, 2006, whichever is later, a True Up of the subscribers at the listed
properties shall be conducted jointly by Buyer and Seller. Buyer shall have the
right to reduce the Purchase Price by seven hundred dollars ($700) per
subscriber for every subscriber less than 2861 as of the date of True Up, but is
required to pay to Seller an additional seven hundred dollars ($700) per
subscriber over 2861 determined on that date. Any upward true up amount paid
shall strictly be limited to live subscribers that exist as of the true up date
at the following four properties: Xxxxxxx Building, SeaHaus Condominiums,
Metrome, and Mission Meridian. Buyer shall also have the right to reduce the
Purchase Price dollar for dollar by any unsatisfied liens in existence as of
Closing should Buyer have failed to deliver the assets lien free. Any reductions
herein shall be taken against the $600,000 note to Seller but additional
payments shall be in the form of electronic funds transfer or cashier's check.
11. Closing. Closing of this Agreement (the "Closing") shall take place
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on or before August 26, 2005 (the "Closing Date"). The effective date of this
Agreement shall be September 1 , 2005. Seller shall run all operations in the
ordinary course of business between the Closing and Effective dates and shall
not sell or otherwise dispose of any assets in the interim.
12. Additional Documents. Seller shall, at the request of the Buyer,
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whether before or after the Closing, execute and deliver such other instruments
and do and perform such other acts and things as may be reasonably necessary for
effecting completely the consummation of this Agreement and the transactions
herein contemplated.
13. Termination. Unless such date is extended in writing by the
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parties, this Agreement shall terminate if the Closing does not take place on or
before September 30, 2005. Upon such a termination, the parties shall have no
further liability to each other under this Agreement.
14. Employment Agreements. The Employment Agreements attached as
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Exhibits "H", "I" and "J" are an integral part of this Agreement.
15. Entire Agreement and Modifications. No representations, promise,
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inducement, or statement of intention has been made by the Seller or Buyer which
is not embodied in this Agreement or in the exhibits or other documents
delivered pursuant hereto or in connection with the transaction contemplated
hereby, and neither Seller nor Buyer shall be bound by or liable for any alleged
representation, promise, inducement, or statement of intention not so set forth.
This Agreement may be modified or amended only by written instrument signed by
each of the parties hereto.
16. Successors and Assigns. This Agreement shall inure to the benefit
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of and be binding upon the parties hereto and their respective successors and
assigns.
17. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California. The parties agree that
jurisdiction relating to any dispute hereunder shall be held in Los Angeles
County District Court, Los Angeles, California or US District Court for the
Central District of California in Los Angeles, California, whichever is
applicable.
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18. Notices. All notices, demands and other communications to be given
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or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when personally delivered or three
business days after being mailed by first class U.S. mail, return receipt
requested, or when receipt is acknowledged, if sent by facsimile, telecopy or
other electronic transmission device. Notices, demands and communications to
Buyer or Seller will, unless another address is specified in writing, be sent to
the address indicated below:
The balance of this page is intentionally left blank.
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Notices to Seller: with a copy to:
Xxxxxx Xxxxxxxx Sev MacPete
Dinamo Entertainment, Inc. ExecuServ
0000 Xxxxx Xxxxxx 0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxx Xxxxx, XX 00000
Telecopy: 000-000-0000 Telecopy: 000-000-0000
Notices to Buyer: with a copy to:
Xxx Xxxxxx Xxxxxx Xxxx
Multiband Corporation Multiband Corporation.
0000 Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxx 00000 Xxx Xxxx, Xxxxxxxxx 00000
Telecopy: 000-000-0000 Telecopy: 000-000-0000
IN WITNESS WHEREOF, the Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Seller
Dinamo Entertainment, Inc.
By: ________________________________
Print Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
Multiband Corporation
By: ________________________________
Print Name: Xxx Xxxxxx
Title: Chief Executive Officer
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EXHIBIT A
Description of Properties
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10364 Almayo, 00000 Xxxxxx, Xxx Xxxxxxx, XX 00000 24 units
Xxxxxxx Xxxxx Xxxxxxxx, 000 Xxxxx Xxxx Dr. & 000 Xxxxx Xxxxx, Xxxxxxx Xxxxx,
XX 00000 49 units
Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 80 units
The Remington Plaza, 00000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 98 units
Sorrento Grill, 000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 25 units
Views of the Pacific, 1775 Ohio, Xxxx Xxxxx, XX 00000 59 units
Westwood Diplomat, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 24 units
15057 Burbank, 00000 Xxxxxxx, Xxx Xxxx, XX 00000 12 units
Continental Building, 000 X. Xxxxxx, Xxx Xxxxxxx, XX 00000 56 units
Xxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 104 units
Highland Terraces, 0000 X. Xxxxxxxx, Xxx Xxxxxxx, XX 00000 81 units
San Xxxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 70 units
Vista Xxxxxxx, 1118 Xxxxxxxx & 0000 Xxxxxx & 0000 X. 00xx Xxxxxx, Xxx Xxxxxxx,
XX 00000 180 units
908 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 6 units
910 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 5 units
916 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 8 units
Villa Cardiff, 0000 Xxxxx Xxxxxxx, Xxx Xxxxxxx, XX 00000 7 units
The Tuscany, 00000 Xxxx Xxxxx, Xxx Xxxxxxx, XX 00000 26 units
Brentana Court, 00000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 33 units
Briarcliff Condominiums, 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 60 units
Brookside Village, 000 Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx, XX 00000 380 units
Casa Bahia, 535 and 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 54 units
Casa Serena, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 50 units
Colony at Westwood, 1440 Veteran, Xxx Xxxxxxx, XX 00000 256 units
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Excelsior, 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 50 units
900 Euclid, 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 34 units
Florentine Towers, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 32 units
French Quarter, 0000 Xxxxxxx Xxx, Xxxxxx Xxxx, XX 00000 82 units
Green Valley Circle, 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 98 units
0000 Xxxxxx Xxxxxx Apartments, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 6 units
Xxxxxx Xxxxx, 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 56 units 000 Xxxxxxx, 000
Xxxxxxx, Xxxxx Xxxxxx, XX 00000 32 units
Oak Villa Condominiums, 00000 Xxx Xxxxxx, Xxxxxx, XX 00000 23 units
000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 59 units
757 Ocean, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 51 units
Ocean Club, 0000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 118 units
Orpheum Lofts, 842 & 000 Xxxxx Xxxxxxxx, Xxx Xxxxxxx, XX 00000 38 units
Xxxx Xxxxxxx, 000 Xxxxx Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 32 units
Rose Tree Condominiums, 000 Xxxxx Xxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000
39 units
Salvation Army at 2726 Reservoir, 2722, 2726 & 0000 Xxxxxxxxx Xxxxxx, Xxx
Xxxxxxx, XX 00000 29 units
Sea View Collection, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 26 units
Sea View Condos, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 18 units
Sea View Condominiums, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 21 units
Sea Colony III, 0 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxx, XX 00000 155 units
The Verona, 00000 Xxxx Xxxxx, Xxxxxx Xxxx, XX 00000 17 units
Toy Loft Condominiums, 000 Xxxxx Xxxxx Xx, Xxx Xxxxxxx, XX 00000 20 units
Venice Art Lofts, 000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 51 units
Valley Circle Townhomes, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx, XX 00000
85 units
Xxx Xxxxx Xxxxxxxxx, 0000 Xxx Xxxxx and 000 Xxxx Xxxx Xxx, Xxxxxx Xxx Xxx, XX
00000 84 units
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Wellesley Ash Condominiums, 0000 Xxxxxxxxx, Xxx Xxxxxxx, XX 00000
12 units
Wilshire Barrington, 1242 and 0000 Xxxxx Xxxxxxxxxx, Xxx Xxxxxxx, XX 00000
66 units
Windsor Townhomes, 21201-21157 Lassen Street, Xxxxxxxxxx, XX 00000
105 units
Xxxxxxxxx Xxxxxxxxx, 0000Xxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000 33 units
California State University, Los Angeles, 0000 Xxxxx Xxxxxx Xxxxxxxx,
Xxx Xxxxxxx, XX 00000 192 units
Little Tokyo Lofts, 000 Xxxxx Xxx Xxxxx, Xxx Xxxxxxx, XX 00000 162 units
PV Victoria, 0000 Xxx Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxx, XX 00000 390 units
Windsor Gardens Healthcare Center of the Valley, 00000 Xxxxxxx Xxxx., Xxxxx
Xxxxxxxxx, XX 00000 42 units
Azzurra, 00000 Xxxxxx Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 450 units
International Village, 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 94 units
Burbank Village Walk, 000 Xxx Xxxxxxxx Xxxx., Xxxxxxx, XX 00000 140 units
Gardens at Darlington, 00000 Xxxxxxxxxx Xxx., Xxx Xxxxxxx, XX 00000 39 units
14322 Xxxxxxx, 14322 Xxxxxxx, Xxxxxxx Xxxx, XX 00000 9 units
0000 X. Xxxxx Xxxxx, 0000 X. Xxxxx, Xxxxxxx Xxxxx, XX 00000 10 units
Xxxxxxx Building, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 50 units
SeaHaus Condominiums, 0000 Xx Xxxxx, Xx Xxxxx, XX 00000 138 units
Metrome, 0000 X Xxxxxx, Xxx Xxxxx, XX 00000 180 units
Mission Meridian, 000 Xxxxxxxx Xxx., Xxxxx Xxxxxxxx, XX 00000 73 units
Total 67 Properties
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EXHIBIT B
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Description of Cable Agreements
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10364 Almayo, 00000 Xxxxxx, Xxx Xxxxxxx, XX 00000 24 units BULK contract expires
1/24/2008 but has three 5-year auto-renewals
Xxxxxxx Xxxxx Xxxxxxxx, 000 Xxxxx Xxxx Dr. & 000 Xxxxx Xxxxx, Xxxxxxx Xxxxx,
XX 00000 49 units BULK contract expires 2/8/2006 but has five 1-year automatic
renewals
Ocean Plaza, 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 80 units BULK contract
expires 7/29/2005 but has three 5-year auto-renewals
The Remington Plaza, 00000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 98 units BULK
contract expires 1/28/2006 but has up to five 2 year renewals on mutual
agreement
Sorrento Grill, 000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 25 units BULK
contract expires 7/30/2007 but has three 5-year auto-renewals
Views of the Pacific, 1775 Ohio, Xxxx Xxxxx, XX 00000 59 units BULK Contract
expires 5/1/2008 but has three 5-year auto-renewals
Westwood Diplomat, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 24 units BULK
contract expires 4/24/2007
15057 Burbank, 00000 Xxxxxxx, Xxx Xxxx, XX 00000 12 units EXCLUSIVE contract
expires 3/7/2006 but has three 5-year auto-renewals
Continental Building, 000 X. Xxxxxx, Xxx Xxxxxxx, XX 00000 56 units EXCLUSIVE
contract expires 3/20/2006 but has three 5-year auto-renewals
Xxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 104 units EXCLUSIVE
contract expires 12/15/2005 but has three 5-year auto-renewals with Dinamo
60-day notice
Highland Terraces, 0000 X. Xxxxxxxx, Xxx Xxxxxxx, XX 00000 81 units EXCLUSIVE
contract expires 4/1/2007 but has four 3-year renewals
San Xxxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 70 units EXCLUSIVE
contract expires 8/15/2005 but has three 5-year auto-renewals with Dinamo 60-day
notice
Vista Xxxxxxx, 1118 Xxxxxxxx & 0000 Xxxxxx & 0000 X. 00xx Xxxxxx, Xxx Xxxxxxx,
XX 00000 180 units EXCLUSIVE contract expires 3/21/2005 but has eleven 1-year
auto-renewals
908 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 6 units EXCLUSIVE contract
expires 4/22/2008 but has three 5-year auto-renewals
910 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 5 units EXCLUSIVE contract
expires 3/29/2007 but has three 5-year auto-renewals
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916 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 8 units EXCLUSIVE contract
expires 6/24/2007 but has three 5-year auto-renewals
Villa Cardiff, 0000 Xxxxx Xxxxxxx, Xxx Xxxxxxx, XX 00000 7 units EXCLUSIVE
contract expires 3/29/2007 but has three 5-year auto-renewals
The Tuscany, 00000 Xxxx Xxxxx, Xxx Xxxxxxx, XX 00000 26 units Non-exclusive
contract expires 1/17/2006 but has fourteen additional 1-year terms, mutual
written consent
Brentana Court, 00000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 33 units
Non-exclusive contract expires 4/2/2008 but has three 5-year auto-renewals
Briarcliff Condominiums, 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 60 units
Non-exclusive contract expires 4/30/2007 but has two remaining 5-year
auto-renewals
Brookside Village, 000 Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx, XX 00000 380
units Non-exclusive contract expires 3/31/2006 but has up to 14 additional
one-year mutual-consent renewals
Casa Bahia, 535 and 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 54 units
Non-exclusive contract expires 11/22/2010 but has two 5-year auto-renewals
Casa Serena, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 50 units Non-exclusive
contract expires 4/18/2006 but has 15 remaining 1-year auto-renewals
Colony at Westwood, 1440 Veteran, Xxx Xxxxxxx, XX 00000 256 units Non-exclusive
contract expires 10/31/2007
Excelsior, 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 50 units
Non-exclusive contract expires 2/18/2009 but has three 5-year auto-renewals
900 Euclid, 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 34 units Non-exclusive
contract expires 12/19/2005 but has five remaining 1-year auto-renewals
Florentine Towers, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 32 units
Non-exclusive contract expires 4/1/2006 but has three 5-year renewals upon
mutual consent
French Quarter, 0000 Xxxxxxx Xxx, Xxxxxx Xxxx, XX 00000 82 units Non-exclusive
contract expires 4/27/2008 but has three 5-year renewals upon mutual consent
Green Valley Circle, 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 98 units
Non-exclusive contract expires 4/11/2007 but has three 5-year auto-renewals
0000 Xxxxxx Xxxxxx Apartments, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 6 units
Non-exclusive contract expires 9/26/2007 but has three 5-year auto-renewals
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Xxxxxx Xxxxx, 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 56 units Non-exclusive
contract expired 4/26/2003, Now month-to-month
000 Xxxxxxx, 000 Xxxxxxx, Xxxxx Xxxxxx, XX 00000 32 units Non-exclusive contract
expires 3/28/2006 but has three 5-year auto-renewals
Oak Villa Condominiums, 00000 Xxx Xxxxxx, Xxxxxx, XX 00000 23 units
Non-exclusive contract expires 12/1/2005 but has three 5-year auto-renewals
000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 59 units
Non-exclusive contract expires 10/10/2006 but has three 5-year auto-renewals
757 Ocean, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 51 units Non-exclusive
contract expires 6/16/2007 but has three 5-year auto-renewals
Ocean Club, 0000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 118 units Non-exclusive
contract expires 9/22/2005 but has two 1-year auto-renewals unless HOA rejects
w/60 days notice
Orpheum Lofts, 842 & 000 Xxxxx Xxxxxxxx, Xxx Xxxxxxx, XX 00000 38 units
Non-exclusive contract expires 7/14/2008 but has three 5-year auto-renewals
Xxxx Xxxxxxx, 000 Xxxxx Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 32 units
Non-exclusive contract expires 1/21/2008 but has one 5-year auto-renewal,
followed by two optional 5-year renewals
Rose Tree Condominiums, 000 Xxxxx Xxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000
39 units Non-exclusive contract expires 5/22/2007 but has three 5-year
auto-renewal, followed by 3 5-year auto-renewals
Salvation Army at 2726 Reservoir, 2722, 2726 & 0000 Xxxxxxxxx Xxxxxx, Xxx
Xxxxxxx, XX 00000 29 units Non-exclusive contract expires 11/13/2007 but has
three 5-year auto-renewals
Sea View Collection, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 26 units
Non-exclusive contract expires 4/7/2006 but has two 5-year auto-renewals
Sea View Condos, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 18 units Non-exclusive
contract expires 5/2/2006 but has two remaining 5-year auto-renewals
Sea View Condominiums, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 21 units
Non-exclusive contract expires 5/19/2006 but has two remaining 5-year
auto-renewals
Sea Colony III, 0 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxx, XX 00000 155
units Non-exclusive contract expired 6/1/2004 and is Now Month-to-Month
The Verona, 00000 Xxxx Xxxxx, Xxxxxx Xxxx, XX 00000 17 units Non-exclusive
contract expires 11/1/2007
Toy Loft Condominiums, 000 Xxxxx Xxxxx Xx, Xxx Xxxxxxx, XX 00000 20 units
Non-exclusive contract expires 7/11/2007 but has three 5-year auto-renewals
Venice Art Lofts, 000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 51 units
Non-exclusive contract expires 4/9/2009 but has three 5-year auto-renewals
00
Xxxxxx Xxxxxx Townhomes, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx, XX 00000 85 units
Non-exclusive contract expires 9/14/2006 but has three 5-year auto-renewals
Xxx Xxxxx Xxxxxxxxx, 0000 Xxx Xxxxx and 000 Xxxx Xxxx Xxx, Xxxxxx Xxx Xxx, XX
00000 84 units Non-exclusive contract expires 7/19/2006 but has three 5-year
auto-renewals
Wellesley Ash Condominiums, 0000 Xxxxxxxxx, Xxx Xxxxxxx, XX 00000 12 units
Non-exclusive contract expires 2/6/2010 but has three 5-year auto-renewals
Wilshire Barrington, 1242 and 0000 Xxxxx Xxxxxxxxxx, Xxx Xxxxxxx, XX 00000 66
units Non-exclusive contract expires 11/19/2007
Windsor Townhomes, 21201-21157 Lassen Street, Xxxxxxxxxx, XX 00000 105 units
Non-exclusive contract expires 2/22/2006 but has five 1-year automatic renewals
remaining
Wynnbriar Townhomes, 0000 Xxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000 33 units
Non-exclusive contract expires 3/19/2008 but has three 5-year auto-renewals
California State University, Los Angeles, 0000 Xxxxx Xxxxxx Xxxxxxxx,
Xxx Xxxxxxx, XX 00000 192 units SMATV Only contract expires 12/12/2009 but has
three additional 5- year terms, upon mutual consent
Little Tokyo Lofts, 000 Xxxxx Xxx Xxxxx, Xxx Xxxxxxx, XX 00000 162 units SMATV &
Exclusive contract expires 3/5/2006 but has two additional 3-year auto-renewals
PV Victoria, 0000 Xxx Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxx, XX 00000 390 units
SMATV & Exclusive contract expires 10/9/2007 but has three 5-year options, at
property owner's discretion
Windsor Gardens Healthcare Center of the Valley, 00000 Xxxxxxx Xxxx., Xxxxx
Xxxxxxxxx, XX 00000 42 units SMATV contract expires 2/8/2008 but has additional
3-year renewals upon mutual consent
Azzurra, 00000 Xxxxxx Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 450 units SMATV with
Digital Overlay contract expires 4/1/2013 but has three 8-year renewals on
mutual consent
International Village, 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 94 SMATV Contract
expired Now month to month
Burbank Village Walk, 000 Xxx Xxxxxxxx Xxxx., Xxxxxxx, XX 00000 140 unit BULK
contract expires 5/1/2010 but has three 5-year automatic renewals
Gardens at Darlington, 00000 Xxxxxxxxxx Xxx., Xxx Xxxxxxx, XX 00000 39 units
Non-exclusive contract expires 4/1/2010 but has three 5-year renewals subject to
satisfactory performance
14322 Xxxxxxx, 14322 Xxxxxxx, Xxxxxxx Xxxx, XX 00000 9 units Non-exclusive
contract expires 12/6/2009 but has three 5-year auto-renewals
13
1630 X. Xxxxx Drive, `630 X. Xxxxx, Xxxxxxx Xxxxx, XX 00000 10 units
Non-exclusive contract expires 12/1/2009 but has three 5-year auto-renewals
Xxxxxxx Building, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 50 units
Non-exclusive contract expires 5/1/2008 but has three 3-year auto-renewals
SeaHaus Condominiums, 0000 Xx Xxxxx, Xx Xxxxx, XX 00000 138 units Non-exclusive
contract expires 6/1/2008 but has annual renewals by mutual consent
Metrome, 0000 X Xxxxxx, Xxx Xxxxx, XX 00000 180 units Non-exclusive contract
expires 9/1/2010 but has three 5-year auto-renewals
Mission Meridian, 000 Xxxxxxxx Xxx., Xxxxx Xxxxxxxx, XX 00000 73 units
Non-exclusive contract expires 10/1/2010 but has three 5-year renewals with
mutual consent
14
EXHIBIT C
Description of Cable Systems
----------------------------
10364 Almayo, 00000 Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $2000
Xxxxxxx Xxxxx Xxxxxxxx, 000 Xxxxx Xxxx Dr. & 000 Xxxxx Xxxxx, Xxxxxxx Xxxxx, XX
00000 Basic L-Band owned by Dinamo with a value of $5000
Ocean Plaza, 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 Basic L-Band owned by
Building
The Remington Plaza, 00000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 Hi Def Sonora
System owned by Dinamo with a value of $7500
Sorrento Grill, 000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 Sonora
Basic/NAS Hi Def basic owned by Dinamo with value of $3000, hi def system owned
by Building
Views of the Pacific, 1775 Ohio, Xxxx Xxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $3500
Westwood Diplomat, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $2000
15057 Burbank, 00000 Xxxxxxx, Xxx Xxxx, XX 00000 Basic L-Band owned by Dinamo
with a value of $1500
Continental Building, 000 X. Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $3500
Xxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $5000
Highland Terraces, 0000 X. Xxxxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $3500
San Xxxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $4000
Vista Xxxxxxx, 1118 Xxxxxxxx & 0000 Xxxxxx & 0000 X. 00xx Xxxxxx, Xxx Xxxxxxx,
XX 00000 Basic L-Band owned by Dinamo with a value of $6000
908 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Building
910 Alfred, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Building
916 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Building
Villa Cardiff, 0000 Xxxxx Xxxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Building
15
The Tuscany, 00000 Xxxx Xxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Building
Brentana Court, 00000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $2000
Briarcliff Condominiums, 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 Basic
L-Band owned by Dinamo with a value of $2500
Brookside Village, 000 Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx, XX 00000 Basic L-Band
owned by Dinamo with a value of $10000
Casa Bahia, 535 and 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $3500
Casa Serena, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $2500
Colony at Westwood, 0000 Xxxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $6000
Excelsior, 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $3500
900 Euclid, 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $2500
Florentine Towers, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 Basic L-Band
owned by Dinamo with a valueof $2000
French Quarter, 0000 Xxxxxxx Xxx, Xxxxxx Xxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $3500
Green Valley Circle, 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic
L-Band owned by Dinamo with a value of $3500
0000 Xxxxxx Xxxxxx Apartments, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 Basic
L-Band owned by Dinamo with a value of $1250
Xxxxxx Xxxxx, 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $3000
125 Montana, 000 Xxxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by Dinamo
with a value of $2000
Oak Villa Condominiums, 00000 Xxx Xxxxxx, Xxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $2000
000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $3500
757 Ocean, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by Dinamo
with a value of $2000
00
Xxxxx Xxxx, 0000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 Basic L-Band owned by Dinamo
with a value of $3500
Orpheum Lofts, 842 & 000 Xxxxx Xxxxxxxx, Xxx Xxxxxxx, XX 00000 Sonora Hi-Def
System owned by Dinamo with a value of $5000
Xxxx Xxxxxxx, 000 Xxxxx Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $1750
Rose Tree Condominiums, 000 Xxxxx Xxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000
Basic L-Band owned by Dinamo with a value of $1750
Salvation Army at 2726 Reservoir, 2722, 2726 & 0000 Xxxxxxxxx Xxxxxx, Xxx
Xxxxxxx, XX 00000 Basic L-Band owned by Dinamo with a value of $1750
Sea View Collection, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned
by Dinamo with a value of $1750
Sea View Condos, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $1750
Sea View Condominiums, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 Basic L-Band
owned by Dinamo with a value of $1750
Sea Colony III, 0 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxx, XX 00000 Basic L-Band owned by
Dinamo with a value of $6000
The Verona, 00000 Xxxx Xxxxx, Xxxxxx Xxxx, XX 00000 Basic L-Band owned by the
Building
Toy Loft Condominiums, 000 Xxxxx Xxxxx Xx, Xxx Xxxxxxx, XX 00000 Basic L-Band
owned by Dinamo with a value of $1750
Venice Art Lofts, 000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 Sonora Hi-Def System
owned by Dinamo with a value of $4000
Valley Circle Townhomes, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx, XX 00000 Sonora
Hi-Def System owned by Dinamo with a value of $8000
Xxx Xxxxx Xxxxxxxxx, 0000 Xxx Xxxxx and 000 Xxxx Xxxx Xxx, Xxxxxx Xxx Xxx, XX
00000 Basic L-Band owned by Dinamo with a value of $4000
Wellesley Ash Condominiums, 0000 Xxxxxxxxx, Xxx Xxxxxxx, XX 00000 NAS Hi-Def
System owned by Dinamo with a value of $1500
Wilshire Barrington, 1242 and 0000 Xxxxx Xxxxxxxxxx, Xxx Xxxxxxx, XX 00000 Basic
L-Band owned by Dinamo with a value of $2500
Windsor Townhomes, 00000-00000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 Basic L-Band
owned by Dinamo with a value of $4000
Xxxxxxxxx Xxxxxxxxx, 0000Xxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000 Basic L-Band
owned by Dinamo with a value of $2500
California State University, Los Angeles, 0000 Xxxxx Xxxxxx Xxxxxxxx,
Xxx Xxxxxxx, XX 00000 SMATV System owned by the facility
17
Little Tokyo Lofts, 000 Xxxxx Xxx Xxxxx, Xxx Xxxxxxx, XX 00000 SMATV System
owned by the Building and a Basic L-Band System owned by Dinamo with a value of
$4000
PV Victoria, 0000 Xxx Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxx, XX 00000 SMATV System
owned by the complex and a Basic L-Band System owned by Dinamo with a value of
$10000
Windsor Gardens Healthcare Center of the Valley, 00000 Xxxxxxx Xxxx., Xxxxx
Xxxxxxxxx, XX 00000 SMATV System owned by the Building
Azzurra, 00000 Xxxxxx Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 SMATV, NAS Hi-Def and
Sonora Basic System owned by Dinamo with a value of $35000
International Village, 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 SMATV System
owned by the Building
Burbank Village Walk, 000 Xxx Xxxxxxxx Xxxx., Xxxxxxx, XX 00000 Sonora Hi-Def
System owned by Dinamo with a value of $12500
Gardens at Darlington, 00000 Xxxxxxxxxx Xxx., Xxx Xxxxxxx, XX 00000 Sonora
Hi-Def System owned by Dinamo with a value of $3500
14322 Xxxxxxx, 00000 Xxxxxxx, Xxxxxxx Xxxx, XX 00000 NAS Hi-Def System owned by
the Building
0000 X. Xxxxx Xxxxx, 0000 X. Xxxxx, Xxxxxxx Xxxxx, XX 00000 NAS Hi-Def System
owned by the Building
Xxxxxxx Building, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 NAS Hi-Def System
owned by Dinamo with a value of $3500
SeaHaus Condominiums, 0000 Xx Xxxxx, Xx Xxxxx, XX 00000 Sonora Hi-Def System
owned by Dinamo with a value of $10000
Metrome, 0000 X Xxxxxx, Xxx Xxxxx, XX 00000 NAS Hi-Def System owned by Dinamo
with a value of $7500
Mission Meridian, 000 Xxxxxxxx Xxx., Xxxxx Xxxxxxxx, XX 00000 Sonora Hi-Def
System owned by Dinamo with a value of $5000
18
EXHIBIT D
Description Of Liens Against Dinamo Assets
------------------------------------------
1. A general lien for $125,000.00 in favor of Empirical Systems, Inc., an
Ohio Corporation, against the equipment, contracts and receivables of
Dinamo Entertainment, Inc. It is perfected by the filing of a UCC1 with
the State of California.
2. A lien for $45,200.00 in favor of Xxxxxxx & Company against the Right of
Entry contract for The Remington Plaza characterized as an equipment
lease.
Note! This Asset Purchase Agreement calls for item 1 above to be assumed by
Multiband and converted as follows: $75,000 to be paid to Empirical Systems,
Inc. at closing and $50,000 to be converted to Multiband Corporation Registered
Common Stock at market price.
Item 2 above to be assumed by Multiband Corporation at closing and paid as
agreed in the lease agreement.
19
EXHIBIT E
---------
Xxxx of Sale
------------
KNOW ALL MEN BY THESE PRESENTS, that Dinamo Entertainment, Inc. a
California Corporation (the "Seller"), for good and valuable consideration paid
by Multiband Corporation, a Minnesota corporation (the "Buyer") pursuant to a
Cable System Acquisition Agreement dated as of August _, 2005 (the "Acquisition
Agreement") inter alia, has, as of the close of business this day, sold,
conveyed transferred and assigned and by these presents does, as of the close of
business this day, hereby sell, convey transfer and assign to the Buyer all of
its right, title and interests in, to and under all of the personal property
included in the Cable Systems and Cable Agreements (as such term is defined in
the Acquisition Agreement and as such personal property is set forth in Exhibit
"A" attached thereto) located on the Properties (as defined in the Acquisition
Agreement). Such personal property is being sold, conveyed, transferred and
assigned pursuant hereto subject to the representations and warranties contained
in the Acquisition Agreement.
TO HAVE AND TO HOLD, the entire right, title and interest in and to the
personal property herby sold, conveyed, transferred and assigned to the Buyer
for its own use, benefit and behalf forever.
IN WITNESS WHEREOF, the Seller has executed and delivered this Xxxx
of Sale on the 26th day of August 2005
SELLER
Dinamo Entertainment, Inc.
By:________________________________
Print Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
20
Exhibit F
Cash Flows
----------
21
Exhibit G
List of Subscribers
-------------------
10364 Almayo, 00000 Xxxxxx, Xxx Xxxxxxx, XX 00000 BULK - 24 subs
Xxxxxxx Xxxxx Xxxxxxxx, 000 Xxxxx Xxxx Dr. & 000 Xxxxx Xxxxx, Xxxxxxx Xxxxx,
XX 00000 BULK - 49 subs
Ocean Plaza, 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 BULK - 80 subs
The Remington Plaza, 00000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 BULK - 98 subs
Sorrento Grill, 000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxxx, XX 00000 BULK - 25 subs
Views of the Pacific, 1775 Ohio, Xxxx Xxxxx, XX 00000 BULK - 59 subs
Westwood Diplomat, 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 BULK - 24 subs
15057 Burbank, 00000 Xxxxxxx, Xxx Xxxx, XX 00000 17 subs
Continental Building, 000 X. Xxxxxx, Xxx Xxxxxxx, XX 00000 38 subs
Xxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 95 subs
Highland Terraces, 0000 X. Xxxxxxxx, Xxx Xxxxxxx, XX 00000 73 subs
San Xxxxxxxx Building, 000 X. Xxxx, Xxx Xxxxxxx, XX 00000 70 subs
Vista Xxxxxxx, 1118 Xxxxxxxx & 0000 Xxxxxx & 0000 X. 00xx Xxxxxx, Xxx Xxxxxxx,
XX 00000 54 subs
908 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 5 subs
910 Alfred, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 3 subs
916 Xxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 7 subs
Villa Cardiff, 0000 Xxxxx Xxxxxxx, Xxx Xxxxxxx, XX 00000 4 subs
The Tuscany, 00000 Xxxx Xxxxx, Xxx Xxxxxxx, XX 00000 11 subs
Brentana Court, 00000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 9 subs
Briarcliff Condominiums, 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 24 subs
Brookside Village, 000 Xxxxx Xxxxxxxx, Xxxxxxx Xxxxx, XX 00000 28 subs
Casa Bahia, 535 and 000 Xxxxxxxxx, Xxxxxxx Xxxxx, XX 00000 10 subs
Casa Serena, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 5 subs
Colony at Westwood, 1440 Veteran, Xxx Xxxxxxx, XX 00000 38 subs
22
Excelsior, 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 11 subs
900 Euclid, 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 18 subs
Florentine Towers, 0000 Xxxxxxx Xxxxxx, Xxxxx Xxx Xxx, XX 00000 9 subs
French Quarter, 0000 Xxxxxxx Xxx, Xxxxxx Xxxx, XX 00000 16 subs
Green Valley Circle, 0000 Xxxxx Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 36 subs
0000 Xxxxxx Xxxxxx Apartments, 0000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 1 sub
Xxxxxx Xxxxx, 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 8 subs
000 Xxxxxxx, 000 Xxxxxxx, Xxxxx Xxxxxx, XX 00000 6 subs
Oak Villa Condominiums, 00000 Xxx Xxxxxx, Xxxxxx, XX 00000 12 subs
000 Xxxxx Xxxxxx, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 7 subs
757 Ocean, 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000 5 subs
Ocean Club, 0000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 11 subs
Orpheum Lofts, 842 & 000 Xxxxx Xxxxxxxx, Xxx Xxxxxxx, XX 00000 19 subs
Xxxx Xxxxxxx, 000 Xxxxx Xxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 4 subs
Rose Tree Condominiums, 000 Xxxxx Xxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000 13 subs
Salvation Army at 2726 Reservoir, 2722, 2726 & 0000 Xxxxxxxxx Xxxxxx,
Xxx Xxxxxxx, XX 00000 7 sub (residential retail)
Sea View Collection, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 15 subs
Sea View Condos, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 13 subs
Sea View Condominiums, 0000 0xx Xxxxxx, Xxxxx Xxxxxx, XX 00000 7 subs
Sea Colony III, 0 Xxxxx Xxxx Xxxx., Xxxxx Xxxxxx, XX 00000 50 subs
The Verona, 00000 Xxxx Xxxxx, Xxxxxx Xxxx, XX 00000 30 subs
Toy Loft Condominiums, 000 Xxxxx Xxxxx Xx, Xxx Xxxxxxx, XX 00000 16 subs
Venice Art Lofts, 000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 10 subs
Valley Circle Townhomes, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxx Xxxxx, XX 00000 22 subs
Xxx Xxxxx Xxxxxxxxx, 0000 Xxx Xxxxx and 000 Xxxx Xxxx Xxx, Xxxxxx Xxx Xxx, XX
00000 17 subs
23
Wellesley Ash Condominiums, 0000 Xxxxxxxxx, Xxx Xxxxxxx, XX 00000 2 subs
Wilshire Barrington, 1242 and 0000 Xxxxx Xxxxxxxxxx, Xxx Xxxxxxx, XX 00000
13 subs
Windsor Townhomes, 21201-21157 Lassen Street, Xxxxxxxxxx, XX 00000
13 subs
Xxxxxxxxx Xxxxxxxxx, 0000Xxxxxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000 13 subs
California State University, Los Angeles, 0000 Xxxxx Xxxxxx Xxxxxxxx,
Xxx Xxxxxxx, XX 00000 192 SMATV + 40 digital overlay
Little Tokyo Lofts, 000 Xxxxx Xxx Xxxxx, Xxx Xxxxxxx, XX 00000 162 SMATV + 43
digital overlay
PV Victoria, 0000 Xxx Xxxxxx Xxxxx, Xxxxxx Xxxxx Xxxxxx, XX 00000 390 SMATV +
43 digital overlay
Windsor Gardens Healthcare Center of the Valley, 00000 Xxxxxxx Xxxx., Xxxxx
Xxxxxxxxx, XX 00000 42 SMATV
Azzurra, 00000 Xxxxxx Xxxxx Xxxxx, Xxx Xxxxxxx, XX 00000 450 SMATV
International Village, 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 94 SMATV
Burbank Village Walk, 000 Xxx Xxxxxxxx Xxxx., Xxxxxxx, XX 00000 000 XXXX
Xxxxxxx at Darlington, 00000 Xxxxxxxxxx Xxx., Xxx Xxxxxxx, XX 00000 13 subs
14322 Xxxxxxx, 14322 Xxxxxxx, Xxxxxxx Xxxx, XX 00000 1 sub
0000 X. Xxxxx Xxxxx, 0000 X. Xxxxx, Xxxxxxx Xxxxx, XX 00000 1 sub
Xxxxxxx Building, 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 0 subs
SeaHaus Condominiums, 0000 Xx Xxxxx, Xx Xxxxx, XX 00000 1 sub
Metrome, 0000 X Xxxxxx, Xxx Xxxxx, XX 00000 0 subs
Mission Meridian, 000 Xxxxxxxx Xxx., Xxxxx Xxxxxxxx, XX 00000 2 subs
Total subscribers 2861 +
7 residential retail subscribers
24
Exhibit H
Employment Agreement for Xxxxxx Xxxxxxxx
----------------------------------------
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 1st day of September, 2005
by and between Multiband Corporation ("Employer") and Xxxxxx Xxxxxxxx
("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Employment Relationship. Employer hereby employs Employee as
Southwest Regional Manager and Director of Business
Development of Employer. Employee accepts such employment and
agrees to perform such duties as may be reasonably requested
by Employer, as directed by Employer. Employee's job
description is set forth in Exhibit A attached hereto and
incorporated herein.
2. Terms of Employment. Employee shall be employed for a term of
two years and three months, subject to the termination
provisions contained in Paragraph 8 herein, beginning
September 1, 2005 and ending November 30 , 2007.
3. Compensation and Fringe Benefits. For all services rendered by
Employee to Employer in any capacity, Employee shall be
compensated in accordance with the terms set forth in this
section and in Exhibit B, which is attached hereto and made a
part hereof. Employee shall be entitled to participate in and
to be covered by a profit-sharing, pension, life insurance,
accident insurance, health insurance, hospitalization and any
other employee benefit plan effective with respect to
employees of Employer only to the extent he/she shall be
eligible and qualify under the terms of such plans.
4. Indemnification. As a further consideration of accepting
employment with Employer, Employer agrees to indemnify
Employee in the manner and to the full extent permitted or
authorized by the By-Laws of Employer.
5. Authorized Expenses. Employee shall incur expenses in
connection with the business of the Employer only when
authorized by the CEO or other executive officer of Employer.
When Employee is authorized to incur such expenses, the
Employer will reimburse Employee for all such reasonable
expenses upon presentation by Employee, of an itemized account
of such expenditures. All expenses to be incurred which exceed
$100.00 require verbal or written preapproval by either the
CEO or the CFO. Employee agrees to re-pay or reimburse the
Employer, on demand, for any expenses which are disallowed as
a deduction for Federal or State income income tax purposes.
In addition, Employer shall reimburse the Employee for
Employee's travel expenses, where such travel is authorized or
required by Employer.
25
6. Confidential Nature of Employer's Business-Non-Disclosure.
Employee acknowledges that he may receive or contribute to the
production of Confidential Information. For purposes of this
Agreement, Employee agrees that "Confidential Information"
shall be mean information or material proprietary to Employer
or designated as Confidential Information by Employer and not
generally known by non-Employer personnel, of or to which the
undersigned develop or of which the undersigned may obtain
knowledge or access throughout as a result to the
undersigned's relationship with Employer (including
information conceived, originated, discovered or developed in
whole or in part by the undersigned). The Confidential
information includes, but is not limited to, the following
types of information and other forms of information of a
similar nature (whether or not reduced to writing):
discoveries, ideas, concepts, software in various stages of
development diagrams, flow charts, research, development,
diagrams, flow charts, research, development, processes,
procedures, "know-how", marketing techniques and materials,
marketing and development plans, customer names and other
information related of customers, price lists, pricing
policies and financial information. Confidential Information
also includes any information described above which Employer
obtains from another party and which Employer treats as
proprietary or designates as Confidential Information, whether
or not owned by or developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER
THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE DEEMED PART OF
THE CONFIDENTIAL INFORMATION. Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all
persons which Employee known has dealt with, are dealing with
or propose to deal with Employer, including present, former
and potential customers and other contacts gained while in the
employ of Employer, whether or not on possession or within the
knowledge of Employer. Such information may be disclosed by
periodic reports to Employer during employment
B. All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any way incorporating
or reflecting any confidential Information shall belong
exclusively to Employer and Employee agrees to turn over all
copies of such material in Employees' control to Employer upon
request or upon termination of Employee's employment with
Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential
Information for any purpose, except in the course of the
undersigned's work for Employer.
D. That inventions or ideas in whole or in part conceived of or
made by Employee during or after the term of his/her
employment or relationship with employer which are made
through the use of Employer's equipment, facilities, trade
secret or time, or which result from any work performed by
Employee for Employer,
26
shall belong exclusively to Employer and be deemed a part of
the Confidential Information for purposes of this agreement.
Employee hereby assigns and agrees to assign to Employer all
rights in and to such Confidential Information whether for
purposes of obtaining patent or copyright protection or
otherwise.
Employee shall acknowledge and deliver to Employer without
charge to Employer, (but at its expense) such written
instruments and to do such other acts, including giving
testimony in support of Employee's authorship or inventorship,
as the case may be, necessary on the opinion of Employer to
obtain patents or copyrights or to otherwise protect or vest
entire right and title in and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C
of Minnesota status, known as the MINNESOTA UNIFORM TRADE
SECRETS ACT (the "Act") and acknowledges that violation of the
act or of his/her agreements, covenants and representations
contained in this Agreement may give rise of a cause of action
of favor of Multiband against him/her for general and special
damages.
7. Vacations. Employee shall be entitled each year to a vacation
as stated on Exhibit C, attached hereto and incorporated
herein.
8. Termination of Employment.
i) Employee's employment may be terminated immediately by
Employer upon written notice to Employee for the following
causes:
a. Commission of a crime; or an act or omission involving
dishonesty, disloyalty or fraud;
ii) Employee's employment may be terminated by Employer upon
written notice to Employee of need to cure the following, and
a failure to do so within 60 days:
a Material failure to perform Employee's duties in accordance
with this Agreement; or
b. Violation of any material Company policy of Employer's.
iii) Employee's employment may be terminated without cause
upon 30 days written notice to Employee from Employer.
a. Termination without cause shall not relieve Employer of the
responsibility to compensate Employee for the entire
contractual period in so far as base wages, which may continue
to be paid monthly until the end of the contractual term or
may be paid in one lump sum at termination.
iv) Any commissions due at termination, whether for cause or
without cause, or that will become due within 90 days of
termination for a project substantially complete as of the
date of termination shall be paid at the next regular pay date
after due.
9. Omitted
27
10. Covenant Not to Compete. During the term of this agreement and
for a period of one (1) year from the date of termination of
his employment with Employer, for any reason whatsoever,
Employee will not, directly or indirectly on his own behalf or
as a partner, officer, employee, consultant, agent,
shareholder, director or trustee of any person, firm,
corporation or other entity, engage or participate in any
business which engages or participates in the sale,
installation or service of equipment of voice, data and/or
video products and services on the date of such termination of
employment in the County of Los Angeles in the State of
California, or call upon otherwise solicit any account of
Employer, wherever they may be located, or permit his/her name
to be used in connection with any such business or
solicitation. The provisions of this paragraph shall not apply
after termination in the event Employee is terminated without
cause.
11. Independent Covenants. The covenants on the part of employee
contained in paragraphs 6 and 10 shall be constructed as
Agreement independent of any other provisions in this
Agreement; and it is agreed that relief for any claim or case
of action of Employee against Employer, whether predicated on
this Agreement or otherwise, shall be measured in damages and
shall not constitute a defenses to enforcement by Employee of
those covenants.
12. Injunctive Relief: Attorneys Fees. In recognition of the
irreparable harm that violation of the covenants of Paragraph
6 & 10 would cause Employer, Employee agrees that in addition
to any relief afforded by law, an injunction against such
violation or violations may be issued against him/her and
every other person concerned hereby, it being understood by
the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered
alternative remedies. In the event of any such violation the
Employee agrees to pay the reasonable attorney fees incurred
by Employer in pursuing any of its rights with respect to such
violation, in addition to the actual damages sustained by
Employer as a result thereof.
13. Notices. All notices given hereunder shall be in writing and
shall be personally served or sent by registered or certified
mail, return receipt requested. Notices to Employer shall be
given to Employer at its corporate headquarters which as of
the date of this Agreement is 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000. Notices to Employee shall be given to Employee
at his residence, 1605 Eolus, Xxxxxxxxx, XX 00000. Notices to
Employer or Employees shall be sent to such other address as
Employer or Employee shall specify in writing to the other.
14. Miscellaneous.
A. The term "subsidiary" shall mean any corporation
partnership or other business entity on which
Employer has a significant financial interest, or
which Employer directly or indirectly, though one or
more intermediaries officers or employees, controls,
or is controlled by, or is under common control with.
B. This Agreement is the entire Agreement between the
parties concerning the subject matter hereof and
supersedes and replaces any existing Agreement
between the parties hereto relating to the employee's
employment. Employer and Employee hereby acknowledge
that there
28
are not Agreements or understandings of any nature,
oral or written, regarding Employee's employment,
apart from this Agreement.
C. No failure on the part of Employer or Employee to
exercise, and no delay in exercising any right
hereunder will operate as a waiver thereof, nor will
any single or partial exercise of any right hereunder
by Employer or Employee preclude any other or further
exercise thereof of the exercise of any other right.
D. It is further agreed and understood by the parties
hereto that if any part, term or provisions of this
contract should be held unenforceable in the
jurisdiction in which either party seeks enforcement
of the contract, it shall be construed as if not
containing the invalid provisions shall govern the
rights and obligations of the parties.
E. This contract shall be construed and enforced in
accordance with the laws of the State of California.
F. This agreement is personal in nature and cannot be
assigned by Employee. The terms, conditions and
covenants herein shall be binding upon the heirs and
personal representatives of employee, and the
successors, assigns of Employer and any subsidiary of
Employer.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
Multiband Corporation
By
-----------------------------------
EMPLOYEE
--------------------------------------
EMPLOYER
29
Exhibit A:
Job Description: Performs the functions of Business Development in
Southern California, including but not limited to the
San Diego and Los Angeles marketplace and Regional
Management for the Southwest Region.
Essential Duties and Responsibilities
1. Responsible for the profitability of the Southwest Region.
2. Obtain Right of Entry Agreements on Employers behalf in the
California market.
3. Maintain an ongoing relationship with the property
4. Complete additional duties and projects as assigned.
Exhibit B:
Compensation
Annual Salary: $90,000 paid bi-weekly while Employee is employed with Employer
Incentives
----------
Non-Exclusive DTH Properties: $5.00 per door per video service launched, $10 per
door per internet or telephone service launched
Exclusive DTH Properties: $10.00 per door per video service launched, $10 per
door per internet or telephone service launched
Bulk: $15 per door per bulk video service launched, $10 per door per internet or
telephone service launched
Property Investment Incentive:
Employee earns 2.5% of the initial investment made by the property in the
contract. By way of example, if a property invested $10,000 in a 100 unit
property, employee earns $250.
Regional EBITDA Incentive
2% of profitability of the Southwest Region beginning in January 2006
(California, Nevada & Arizona).
All incentives are one time payments only.
There shall be no incentives paid with regards to video subscribers purchased
and/or cable agreements or right of entries obtained pursuant to the asset
purchase agreement entered into between Dinamo Entertainment and Multiband
Corporation. Internet or telephone subscribers added at the acquired properties
shall be subject to normal incentives enumerated above.
30
San Diego Office Allowance
Employee while employed by Employer receives a reimbursement of $1500 per month
for use of an office in his primary residence in Encinitas and pays for all
necessary normal office/telephone/fax and incidental expenses.
Employee's Auto Lease Allowance
Employee while employed by Employer receives a reimbursement of $500 per month
towards his existing automobile lease.
Employee also qualifies for company benefits and stock options that may be
available.
Exhibit C:
Vacation
Employee shall be entitled to an annual paid vacation of two weeks, which may be
scheduled in one block, in two one week increments or otherwise by agreement.
--------------------------------- -----------------------------------
Employer Employee
31
Exhibit I
Employment Agreement for Xxx Xxxxxxxxx
--------------------------------------
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 1st day of September, 2005
by and between Multiband Corporation ("Employer") and Xxx Xxxxxxxxx
("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Employment Relationship. Employer hereby employs Employee as a
Salesman of Employer. Employee accepts such employment and
agrees to perform such duties as may be reasonably requested
by Employer, as directed by Employer. Employee's job
description is set forth in Exhibit A attached hereto and
incorporated herein.
2. Terms of Employment. Employee shall be employed for a term of
one year , subject to the termination provisions contained in
Paragraph 8 herein, beginning September 1, 2005 and ending
August 31, 2006.
3. Compensation and Fringe Benefits. For all services rendered by
Employee to Employer in any capacity, Employee shall be
compensated in accordance with the terms set forth in this
section and in Exhibit B, which is attached hereto and made a
part hereof. Employee shall be entitled to participate in and
to be covered by a profit-sharing, pension, life insurance,
accident insurance, health insurance, hospitalization and any
other employee benefit plan effective with respect to
employees of Employer only to the extent he/she shall be
eligible and qualify under the terms of such plans.
5. Indemnification. As a further consideration of accepting
employment with Employer, Employer agrees to indemnify
Employee in the manner and to the full extent permitted or
authorized by the By-Laws of Employer.
5. Authorized Expenses. Employee shall incur expenses in
connection with the business of the Employer only when
authorized by the CEO or other executive officer of Employer.
When Employee is authorized to incur such expenses, the
Employer will reimburse Employee for all such reasonable
expenses upon presentation by Employee, of an itemized account
of such expenditures. All expenses to be incurred which exceed
$100.00 require verbal or written pre-approval by either the
CEO or the CFO. Employee agrees to re-pay or reimburse the
Employer, on demand, for any expenses which are disallowed as
a deduction for Federal or State income income tax purposes.
In addition,
32
Employer shall reimburse the Employee for Employee's travel
expenses, where such travel is authorized or required by
Employer.
6. Confidential Nature of Employer's Business-Non-Disclosure.
Employee acknowledges that he may receive or contribute to the
production of Confidential Information. For purposes of this
Agreement, Employee agrees that "Confidential Information"
shall be mean information or material proprietary to Employer
or designated as Confidential Information by Employer and not
generally known by non-Employer personnel, of or to which the
undersigned develop or of which the undersigned may obtain
knowledge or access throughout as a result to the
undersigned's relationship with Employer (including
information conceived, originated, discovered or developed in
whole or in part by the undersigned). The Confidential
information includes, but is not limited to, the following
types of information and other forms of information of a
similar nature (whether or not reduced to writing):
discoveries, ideas, concepts, software in various stages of
development diagrams, flow charts, research, development,
diagrams, flow charts, research, development, processes,
procedures, "know-how", marketing techniques and materials,
marketing and development plans, customer names and other
information related of customers, price lists, pricing
policies and financial information. Confidential Information
also includes any information described above which Employer
obtains from another party and which Employer treats as
proprietary or designates as Confidential Information, whether
or not owned by or developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER
THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE DEEMED PART OF
THE CONFIDENTIAL INFORMATION. Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all
persons which Employee known has dealt with, are dealing with
or propose to deal with Employer, including present, former
and potential customers and other contacts gained while in the
employ of Employer, whether or not on possession or within the
knowledge of Employer. Such information may be disclosed by
periodic reports to Employer during employment
B. All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any way incorporating
or reflecting any confidential Information shall belong
exclusively to Employer and Employee agrees to turn over all
copies of such material in Employees' control to Employer upon
request or upon termination of Employee's employment with
Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential
Information for any purpose, except in the course of the
undersigned's work for Employer.
33
D. That inventions or ideas in whole or in part conceived of or
made by Employee during or after the term of his/her
employment or relationship with employer which are made
through the use of Employer's equipment, facilities, trade
secret or time, or which result from any work performed by
Employee for Employer, shall belong exclusively to Employer
and be deemed a part of the Confidential Information for
purposes of this agreement. Employee hereby assigns and agrees
to assign to Employer all rights in and to such Confidential
Information whether for purposes of obtaining patent or
copyright protection or otherwise.
Employee shall acknowledge and deliver to Employer without
charge to Employer, (but at its expense) such written
instruments and to do such other acts, including giving
testimony in support of Employee's authorship or inventorship,
as the case may be, necessary on the opinion of Employer to
obtain patents or copyrights or to otherwise protect or vest
entire right and title in and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C
of Minnesota status, known as the MINNESOTA UNIFORM TRADE
SECRETS ACT (the "Act") and acknowledges that violation of the
act or of his/her agreements, covenants and representations
contained in this Agreement may give rise of a cause of action
of favor of Multiband against him/her for general and special
damages.
7. Vacations. Employee shall be entitled each year to a vacation
as stated on Exhibit C, attached hereto and incorporated
herein.
8. Termination of Employment.
i) Employee's employment may be terminated immediately by
Employer upon one day's written notice to Employee for the
following causes:
a Commission of a crime; or an act or omission involving
dishonesty, disloyalty or fraud;
ii) Employee's employment may be terminated by Employer upon
thirty days written notice to Employee of need to cure the
following, and a failure to do so within said thirty days:
a Material failure to perform Employee's duties in accordance
with this Agreement; or
b Violation of any material Company policy of Employer's.
iii) Employee's employment may be terminated without cause
upon 30 days written notice to Employee from Employer.
iv) Any commissions due at termination, whether for cause or
without cause, or that will become due within 90 days of
termination for a project substantially complete as of the
date of termination shall be paid at the next regular pay date
after due.
9. Omitted
34
10. Covenant Not to Compete. During the term of this agreement and
for a period of one (1) year from the date of termination of
his employment with Employer, for any reason whatsoever,
Employee will not, directly or indirectly on his own behalf or
as a partner, officer, employee, consultant, agent,
shareholder, director or trustee of any person, firm,
corporation or other entity, engage or participate in any
business which engages or participates in the sale,
installation or service of equipment of voice, data and/or
video products and services on the date of such termination of
employment in the County of Los Angeles in the State of
California, or call upon otherwise solicit any account of
Employer, wherever they may be located, or permit his/her name
to be used in connection with any such business or
solicitation. The provisions of this paragraph shall not apply
after termination in the event Employee is terminated without
cause.
12. Independent Covenants. The covenants on the part of employee
contained in paragraphs 6 and 10 shall be constructed as
Agreement independent of any other provisions in this
Agreement; and it is agreed that relief for any claim or case
of action of Employee against Employer, whether predicated on
this Agreement or otherwise, shall be measured in damages and
shall not constitute a defenses to enforcement by Employee of
those covenants.
12. Injunctive Relief: Attorneys Fees. In recognition of the
irreparable harm that violation of the covenants of Paragraph
6 & 10 would cause Employer, Employee agrees that in addition
to any relief afforded by law, an injunction against such
violation or violations may be issued against him/her and
every other person concerned hereby, it being understood by
the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered
alternative remedies. In the event of any such violation the
Employee agrees to pay the reasonable attorney fees incurred
by Employer in pursuing any of its rights with respect to such
violation, in addition to the actual damages sustained by
Employer as a result thereof.
13. Notices. All notices given hereunder shall be in writing and
shall be personally served or sent by registered or certified
mail, return receipt requested. Notices to Employer shall be
given to Employer at its corporate headquarters which as of
the date of this Agreement is 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000. Notices to Employee shall be given to Employee
at his residence, _______________________. Notices to Employer
or Employees shall be sent to such other address as Employer
or Employee shall specify in writing to the other.
14. Miscellaneous.
A. The term "subsidiary" shall mean any corporation
partnership or other business entity on which
Employer has a significant financial interest, or
which Employer directly or indirectly, though one or
more intermediaries officers or employees, controls,
or is controlled by, or is under common control with.
B. This Agreement is the entire Agreement between the
parties concerning the subject matter hereof and
supersedes and replaces any existing Agreement
between the parties hereto relating to the employee's
employment. Employer and Employee hereby acknowledge
that there
35
are not Agreements or understandings of any nature,
oral or written, regarding Employee's employment,
apart from this Agreement.
C. No failure on the part of Employer or Employee to
exercise, and no delay in exercising any right
hereunder will operate as a waiver thereof, nor will
any single or partial exercise of any right hereunder
by Employer or Employee preclude any other or further
exercise thereof of the exercise of any other right.
D. It is further agreed and understood by the parties
hereto that if any part, term or provisions of this
contract should be held unenforceable in the
jurisdiction in which either party seeks enforcement
of the contract, it shall be construed as if not
containing the invalid provisions shall govern the
rights and obligations of the parties.
E. This contract shall be construed and enforced in
accordance with the laws of the State of California.
F. This agreement is personal in nature and cannot be
assigned by Employee. The terms, conditions and
covenants herein shall be binding upon the heirs and
personal representatives of employee, and the
successors, assigns of Employer and any subsidiary of
Employer.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
Multiband Corporation
By
--------------------------------
EMPLOYEE
-----------------------------------
EMPLOYER
36
Exhibit A:
Job Description: Performs the functions of on-site sales to grow property
penetration in attached property list which may be amended
from time to time based on property launches, and engages
in Business Development in the Los Angeles area.
Essential Duties and Responsibilities
1 Manage the relationship with on-site managers and tenants in
assigned properties to maximize subscriber penetration.
2 Assist in marketing campaigns and new property launches.
3 Maintain a high level of customer satisfaction to assure subscriber
growth.
4 Obtain Right of Entry Agreements on Employers behalf in the Los
Angeles market.
5 Perform other duties and tasks that may be assigned in the
California marketplace.
Exhibit B:
Compensation
Annual Salary: $60,000 paid bi-weekly while Employee is employed with Employer
Incentives
----------
Non-Exclusive DTH Properties: $5.00 per door per video service launched, $10 per
door per internet or telephone service launched
Exclusive DTH Properties: $10.00 per door per video service launched, $10 per
door per internet or telephone service launched
Bulk: $15 per door per bulk video service launched, $10 per door per internet or
telephone service launched
Property Investment Incentive:
Employee earns 2.5% of the initial investment made by the property in the
contract. By way of example, if a property invested $10,000 in a 100 unit
property, employee earns $250.
All incentives are one time payments only.
There shall be no incentives paid with regards to video subscribers purchased
and/or cable agreements or right of entries obtained pursuant to the asset
purchase agreement entered into between Dinamo Entertainment and Multiband
Corporation. Internet or telephone subscribers added at the acquired properties
shall be subject to normal incentives enumerated above.
Employee also qualifies for company benefits and stock options that may be
available.
37
Exhibit C:
Vacation
Employee shall be entitled to an annual paid vacation of two weeks, which may be
scheduled in one block, in two one week increments or otherwise by agreement.
-------------------------------- ----------------------------------
Employer Employee
38
Exhibit J
Employment Agreement for Xxxx Xxxxxx
------------------------------------
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 1st day of September, 2005
by and between Multiband Corporation ("Employer") and Xxxx Xxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Employment Relationship. Employer hereby employs Employee as a
Technician of Employer. Employee accepts such employment and
agrees to perform such duties as may be reasonably requested
by Employer, as directed by Employer. Employee's job
description is set forth in Exhibit A attached hereto and
incorporated herein.
2. Terms of Employment. Employee shall be employed for a term of
one year, subject to the termination provisions contained in
Paragraph 8 herein, beginning September 1, 2005 and ending
August 31 , 2006.
3. Compensation and Fringe Benefits. For all services rendered by
Employee to Employer in any capacity, Employee shall be
compensated in accordance with the terms set forth in this
section and in Exhibit B, which is attached hereto and made a
part hereof. Employee shall be entitled to participate in and
to be covered by a profit-sharing, pension, life insurance,
accident insurance, health insurance, hospitalization and any
other employee benefit plan effective with respect to
employees of Employer only to the extent he/she shall be
eligible and qualify under the terms of such plans.
4. Extended Employment. In the event there is a second year of
Employment negotiated, the terms of the new Agreement may not
be less than the terms of this Agreement in all respects,
including but not limited to compensation and additional
consideration for non-competition.
6. Indemnification. As a further consideration of accepting
employment with Employer, Employer agrees to indemnify
Employee in the manner and to the full extent permitted or
authorized by the By-Laws of Employer.
5. Authorized Expenses. Employee shall incur expenses in
connection with the business of the Employer only when
authorized by the CEO or other executive officer of Employer.
When Employee is authorized to incur such expenses, the
Employer will reimburse Employee for all such reasonable
expenses upon presentation by Employee, of an itemized account
of such expenditures. All
39
expenses to be incurred which exceed $100.00 require verbal or
written preapproval by either the CEO or the CFO. Employee
agrees to re-pay or reimburse the Employer, on demand, for any
expenses which are disallowed as a deduction for Federal or
State income income tax purposes. In addition, Employer shall
reimburse the Employee for Employee's travel expenses, where
such travel is authorized or required by Employer.
6. Confidential Nature of Employer's Business-Non-Disclosure.
Employee acknowledges that he may receive or contribute to the
production of Confidential Information. For purposes of this
Agreement, Employee agrees that "Confidential Information"
shall be mean information or material proprietary to Employer
or designated as Confidential Information by Employer and not
generally known by non-Employer personnel, of or to which the
undersigned develop or of which the undersigned may obtain
knowledge or access throughout as a result to the
undersigned's relationship with Employer (including
information conceived, originated, discovered or developed in
whole or in part by the undersigned). The Confidential
information includes, but is not limited to, the following
types of information and other forms of information of a
similar nature (whether or not reduced to writing):
discoveries, ideas, concepts, software in various stages of
development diagrams, flow charts, research, development,
diagrams, flow charts, research, development, processes,
procedures, "know-how", marketing techniques and materials,
marketing and development plans, customer names and other
information related of customers, price lists, pricing
policies and financial information. Confidential Information
also includes any information described above which Employer
obtains from another party and which Employer treats as
proprietary or designates as Confidential Information, whether
or not owned by or developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER
THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE DEEMED PART OF
THE CONFIDENTIAL INFORMATION. Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all
persons which Employee known has dealt with, are dealing with
or propose to deal with Employer, including present, former
and potential customers and other contacts gained while in the
employ of Employer, whether or not on possession or within the
knowledge of Employer. Such information may be disclosed by
periodic reports to Employer during employment
B. All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any way incorporating
or reflecting any confidential Information shall belong
exclusively to Employer and Employee agrees to turn over all
copies of such material in Employees' control to Employer upon
request or upon termination of Employee's employment with
Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or
40
transfer any of the Confidential Information for any purpose,
except in the course of the undersigned's work for Employer.
D. That inventions or ideas in whole or in part conceived of or
made by Employee during or after the term of his/her
employment or relationship with employer which are made
through the use of Employer's equipment, facilities, trade
secret or time, or which result from any work performed by
Employee for Employer, shall belong exclusively to Employer
and be deemed a part of the Confidential Information for
purposes of this agreement. Employee hereby assigns and agrees
to assign to Employer all rights in and to such Confidential
Information whether for purposes of obtaining patent or
copyright protection or otherwise.
Employee shall acknowledge and deliver to Employer without
charge to Employer, (but at its expense) such written
instruments and to do such other acts, including giving
testimony in support of Employee's authorship or inventorship,
as the case may be, necessary on the opinion of Employer to
obtain patents or copyrights or to otherwise protect or vest
entire right and title in and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C
of Minnesota status, known as the MINNESOTA UNIFORM TRADE
SECRETS ACT (the "Act") and acknowledges that violation of the
act or of his/her agreements, covenants and representations
contained in this Agreement may give rise of a cause of action
of favor of Multiband against him/her for general and special
damages.
7. Vacations. Employee shall be entitled each year to a vacation
as stated on Exhibit C, attached hereto and incorporated
herein.
8. Termination of Employment.
i) Employee's employment may be terminated immediately by
Employer upon one days written notice to Employee for the
following causes:
a Commission of a crime; or an act or omission involving
dishonesty, disloyalty or fraud;
ii) Employee's employment may be terminated by Employer upon
seven days written notice to Employee of need to cure the
following, and a failure to do so within said seven days:
a Material failure to perform Employee's duties in accordance
with this Agreement; or
b Violation of any material Company policy of Employer's.
iii) Employee's employment may be terminated without cause
upon 30 days written notice to Employee from Employer.
9. Omitted
41
10. Covenant Not to Compete. During the term of this agreement
with Employer, for any reason whatsoever, Employee will not,
directly or indirectly on his own behalf or as a partner,
officer, employee, consultant, agent, shareholder, director or
trustee of any person, firm, corporation or other entity,
engage or participate in any business which engages or
participates in the sale, installation or service of equipment
of voice, data and/or video products and services on the date
of such termination of employment in the County of Los Angeles
in the State of California, or call upon otherwise solicit any
account of Employer, wherever they may be located, or permit
his/her name to be used in connection with any such business
or solicitation. The provisions of this paragraph shall not
apply after termination in the event Employee is terminated
without cause. For a period of one year after the termination
of his employment with Employer, Employee shall not call upon,
perform work for and/or otherwise solicit any account of
Employer's, wherever they may be located, or permit his name
to be used in connection with any such business or
solicitation.
13. Independent Covenants. The covenants on the part of employee
contained in paragraphs 6 and 10 shall be constructed as
Agreement independent of any other provisions in this
Agreement; and it is agreed that relief for any claim or case
of action of Employee against Employer, whether predicated on
this Agreement or otherwise, shall be measured in damages and
shall not constitute a defenses to enforcement by Employee of
those covenants.
12. Injunctive Relief: Attorneys Fees. In recognition of the
irreparable harm that violation of the covenants of Paragraph
6 & 10 would cause Employer, Employee agrees that in addition
to any relief afforded by law, an injunction against such
violation or violations may be issued against him/her and
every other person concerned hereby, it being understood by
the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered
alternative remedies. In the event of any such violation the
Employee agrees to pay the reasonable attorney fees incurred
by Employer in pursuing any of its rights with respect to such
violation, in addition to the actual damages sustained by
Employer as a result thereof.
13. Notices. All notices given hereunder shall be in writing and
shall be personally served or sent by registered or certified
mail, return receipt requested. Notices to Employer shall be
given to Employer at its corporate headquarters which as of
the date of this Agreement is 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000. Notices to Employee shall be given to Employee
at his residence, _______________________. Notices to Employer
or Employees shall be sent to such other address as Employer
or Employee shall specify in writing to the other.
14. Miscellaneous.
A. The term "subsidiary" shall mean any corporation
partnership or other business entity on which
Employer has a significant financial interest, or
which Employer directly or indirectly, though one or
more intermediaries officers or employees, controls,
or is controlled by, or is under common control with.
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B. This Agreement is the entire Agreement between the
parties concerning the subject matter hereof and
supersedes and replaces any existing Agreement
between the parties hereto relating to the employee's
employment. Employer and Employee hereby acknowledge
that there are not Agreements or understandings of
any nature, oral or written, regarding Employee's
employment, apart from this Agreement.
C. No failure on the part of Employer or Employee to
exercise, and no delay in exercising any right
hereunder will operate as a waiver thereof, nor will
any single or partial exercise of any right hereunder
by Employer or Employee preclude any other or further
exercise thereof of the exercise of any other right.
D. It is further agreed and understood by the parties
hereto that if any part, term or provisions of this
contract should be held unenforceable in the
jurisdiction in which either party seeks enforcement
of the contract, it shall be construed as if not
containing the invalid provisions shall govern the
rights and obligations of the parties.
E. This contract shall be construed and enforced in
accordance with the laws of the State of California.
F. This agreement is personal in nature and cannot be
assigned by Employee. The terms, conditions and
covenants herein shall be binding upon the heirs and
personal representatives of employee, and the
successors, assigns of Employer and any subsidiary of
Employer.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
Multiband Corporation
By
-------------------------------
EMPLOYEE
----------------------------------
EMPLOYER
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Exhibit A:
Job Description: Performs lead tech functions in southern California including,
but not limited to infrastructure build-outs, system upgrades
and system support.
Essential Duties and Responsibilities
1 Installation of system infrastructure
2 Provide system upgrades, i.e. adding HD, Internet or Voice
applications
3 System maintenance and support
Exhibit B:
Compensation
Annual Salary: $80,000 paid bi-weekly while Employee is employed with Employer
Xxxx Xxxxxx shall also be paid $20,000. in 12 equal monthly payments, beginning
August 2005 and ending July 2006 as additional consideration for Xx. Xxxxxx'x
non-compete as contained in this Agreement.
Incentives
Employee qualifies for company benefits and stock options that may be available.
Service Vehicle or mileage allowance at Company's discretion subject to standard
Company vehicle policies.
Exhibit C:
Vacation
Employee shall be entitled to an annual paid vacation of two weeks, which may be
scheduled in one block, in two one week increments or otherwise by agreement.
---------------------------------- -----------------------------------
Employer Employee
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Exhibit K
PROMISSORY NOTE
FOR VALUE RECEIVED, Multiband Corporation, a Minnesota Corporation
(Buyer/Debtor), promises to pay to the order of Dinamo Entertainment, Inc., a
California Corporation (Seller/Creditor) the sum of six hundred thousand
($600,000) dollars together with interest at the fixed rate of 6% compounded
monthly on any unpaid balance.
Said sum, inclusive of interest, shall be paid monthly beginning November ___,
2005. The monthly payment shall be fourteen thousand and ninety-one dollars
($14,091.00), based on a 48 month amortization schedule. A balloon payment of
three hundred seventeen thousand nine hundred thirty-three dollars and
seventy-four cents ($317,933.74) shall be due on November ___, 2007.
Buyer/Debtor may prepay all or any part of the principal at any time without
penalty.
Any payment due under this note that is not timely made within twenty (20) days
of its due date shall be subject to a 2% penalty assessed on the amount due.
This note shall be fully payable upon demand of holder in the event Multiband
Corporation shall default in making any payment due under this note within
twenty (20) days of its due date three times within any twelve month period.
In the event of any default, Multiband Corporation agrees to pay all reasonable
attorney fees and costs of collection to the extent permitted by law. This note
shall take effect as a sealed instrument and be enforced in accordance with the
laws of the State of California.
The undersigned agree that until the principal and interest owed under this
promissory note are paid in full, this note will be secured with a Uniform
Commercial Code Financing statement giving Dinamo Entertainment, Inc. a security
interest in the assets sold pursuant to this Agreement.
Executed this _________ day of August, 2005 at Minneapolis, Minnesota
By Multiband Corporation
------------------------------------------------------------------------
By Xxx Xxxxxx, it's Chief Executive Officer
Seller/Creditor
Dinamo Entertainment, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
