ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 7th, 2008 • New Motion, Inc. • Services-business services, nec • New York
This Asset Purchase Agreement (this “Agreement”) is entered into on June 30, 2008, by and between New Motion, Inc., a Delaware corporation (“New Motion”), Ringtone.com, LLC, a Minnesota limited liability company (“Ringtone.com”), and, solely with respect to Sections 7(a), 7(c), 7(d), 8, 9(g) and 9(i), W3i Holdings, LLC, a Minnesota limited liability company, the only member of Ringtone.com (“W3i”). New Motion and Ringtone.com are referred to collectively herein as the “Parties.”
Form of NoteAsset Purchase Agreement • July 7th, 2008 • New Motion, Inc. • Services-business services, nec
The payment of principal and interest on this Note is subject to certain recoupment provisions set forth herein and in the Purchase Agreement (defined below) between the issuer of this Note and the holder to whom this Note originally was issued. This Note was originally issued on June 30, 2008, and has not been registered under the Securities Act of 1933, as amended, or any state securities act, and may not be sold or transferred in the absence of such registration or qualification or an exemption therefrom under the securities act or any such state securities laws that may be applicable. The sale or transfer of this Note is subject to certain restrictions set forth in the Purchase Agreement. The issuer of this Note will furnish a copy of these provisions to the holder hereof without charge upon written request.
