Schedule 1.1(j)
Tangible Personal Property
Schedule 1.2(g)
Certain Excluded Assets
Disclosure Schedule
iii
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of March 30, 2009, is
made by and among MEDIASENTRY, INC., a Georgia corporation ("MediaSentry"), and
SAFENET, INC., a Delaware corporation ("SafeNet" and together with MediaSentry,
the "Sellers"), on the one hand; and ARTISTDIRECT INC., a Delaware corporation
("ADI"), and MEDIADEFENDER, INC., a Delaware corporation and a wholly-owned
subsidiary of ADI (the "Buyer" and together with ADI, the "Buyer Parties"), on
the other hand.
WHEREAS, SafeNet, operating using the name MediaSentry, is engaged in providing
hosted application services for digital media measurement (the "Business");
WHEREAS, subject to the terms and conditions set forth in this Agreement, the
Sellers wish to sell to the Buyer, and the Buyer wishes to purchase from the
Sellers, all of the assets described in this Agreement owned, used or held for
use primarily in connection with the operation of the Businesses.
NOW, THEREFORE, in consideration of the mutual benefits to be derived from this
Agreement and the representations, warranties, covenants, agreements, conditions
and promises contained herein, the parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF ASSETS
1.1
PURCHASE AND SALE OF ASSETS.
UPON THE TERMS
AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, AT THE CLOSING,
SELLERS SHALL SELL, TRANSFER, ASSIGN AND DELIVER TO THE BUYER, AND RELINQUISH TO
THE BUYER (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS) IN PERPETUITY, FREE AND
CLEAR OF ALL LIENS, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL OF THE ACQUIRED
ASSETS.
AS USED IN THIS AGREEMENT, THE TERM "ACQUIRED ASSETS" MEANS ALL OF THE
ASSETS, PROPERTIES, RIGHTS, INTERESTS AND GOODWILL OF SELLERS OF EVERY KIND AND
NATURE WHATSOEVER, WHETHER REAL, PERSONAL OR MIXED, TANGIBLE OR INTANGIBLE,
WHEREVER LOCATED, OWNED, USED OR HELD FOR USE BY SELLERS PRIMARILY IN CONNECTION
WITH THE OPERATION OF THE BUSINESS, INCLUDING THE FOLLOWING, BUT EXCLUDING THE
EXCLUDED ASSETS:
(A)
ALL RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE CONTRACTS
LISTED ON SCHEDULE 1.1(A) ATTACHED HERETO (THE "ASSIGNED CONTRACTS");
(B)
ALL RIGHTS, TO THE EXTENT TRANSFERABLE, UNDER ALL APPROVALS AND
ORDERS OF GOVERNMENTAL AUTHORITIES REQUIRED FOR THE OPERATION OF THE BUSINESS,
INCLUDING THOSE LISTED ON SCHEDULE 1.1(B) ATTACHED HERETO;
(C)
ALL RIGHTS WITH RESPECT TO ALL CREDITS, REFUNDS, PREPAID EXPENSES,
ADVANCE PAYMENTS, SECURITY DEPOSITS AND OTHER PREPAID ITEMS ARISING FROM THE
OPERATION OF THE BUSINESS, INCLUDING THOSE LISTED ON SCHEDULE 1.1(C) ATTACHED
HERETO;
(D)
ALL ACCOUNTS RECEIVABLE OR NOTES RECEIVABLE OF, AND OTHER RIGHTS
TO PAYMENT PAYABLE OR OTHERWISE OWED TO, THE SELLERS ARISING FROM THE OPERATION
OF THE BUSINESS;
1
(E)
ALL INTELLECTUAL PROPERTY OF THE BUSINESS ("BUSINESS INTELLECTUAL
PROPERTY"), AND ALL GOODWILL ASSOCIATED THEREWITH, LICENSES AND SUBLICENSES
GRANTED IN RESPECT THERETO AND RIGHTS THEREUNDER, TOGETHER WITH ALL CLAIMS
AGAINST THIRD PARTIES FOR PROFITS AND ALL COSTS, LOSSES, CLAIMS, LIABILITIES,
FINES, PENALTIES, DAMAGES AND EXPENSES (INCLUDING INTEREST WHICH MAY BE IMPOSED
IN CONNECTION THEREWITH), COURT COSTS AND REASONABLE FEES AND DISBURSEMENTS