FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
EXHIBIT 10.4.2
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of
February 28, 2006, but effective as of February 28, 2005 (“Effective Date”), by and between
Immediatek, Inc., a Nevada corporation (“Buyer”), and Moving Records, LLC, a Minnesota
limited liability company (“Seller”).
RECITALS:
WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement, dated as of
February 28, 2005 (the “Purchase Agreement”); and
WHEREAS, Buyer and Seller desire to amend the Purchase Agreement to clarify certain assumed
and excluded liabilities set forth in the Purchase Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Amendment and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendments to the Purchase Agreement. (a) Item g. under the section of the Purchase
Agreement titled “Liabilities Assumed and Excluded” is hereby deleted in its entirety and replaced
with the following:
“g.. In addition to the debt referenced immediately above, Buyer hereby
expressly assumes the account payable liability of Seller to Copycats in the
aggregate amount of $13,973.39. Repayment terms are to be negotiated directly
with Copycats in a separate document.”
(b) Item h. is hereby added immediately following Item g. under the section of the Purchase
Agreement titled “Liabilities Assumed and Excluded”:
“h. Buyer hereby expressly assumes Seller’s or such other person’s obligations under
that certain promissory note made in favor of Community Bank, the repayment of which is
secured by that certain International Series 9200 truck (VIN: 0XXXXXXX0XX000000).”
2. Miscellaneous.
(a) Effect of Amendment. Buyer and Seller hereby agree and acknowledge that, except
as provided in this Amendment, the Purchase Agreement remains in full force and effect and has not
been modified or amended in any respect, it being the intention of Buyer and Seller that this
Amendment and the Purchase Agreement be read, construed and interpreted as one and the same
instrument. To the extent that any conflict exists between this Amendment and the Purchase
Agreement, the terms of this Amendment shall control and govern.
(b) This Amendment, together with the Purchase Agreement, constitute the entire agreement and
understanding of the parties in respect of the subject matter hereof and supersede all prior or
contemporaneous understandings, agreements or representations by or among the parties, written or
oral, to the extent that they relate in any way to the subject matter hereof.
(c) This Amendment may be executed in two or more counterparts, each of which will be deemed
an original but all of which together will constitute one and the same instrument. This Amendment
will become effective when one or more counterparts have been signed by each of the parties and
delivered to the other parties. For purposes of determining whether a party has signed this
Amendment or any document contemplated hereby or any amendment or waiver hereof, only a handwritten
original signature on a paper document or a facsimile copy of such a handwritten original signature
shall constitute a signature, notwithstanding any law relating to or enabling the creation,
execution or delivery of any contract or signature by electronic means.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the day and year first
above written, but effective as of the Effective Date.
| BUYER: | Immediatek, Inc., a Nevada corporation |
|||||||
| By: | /s/ Xxxx Xxxx | |||||||
| Name: | ||||||||
| Title: | Chief Executive Officer | |||||||
| SELLER: | Moving Records, LLC, a Minnesota limited liability company |
|||||||
| By: | /s/Xxx Xxxxxx | |||||||
| Name: | ||||||||
| Title: | Chief Executive Officer | |||||||
