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VIDA > SEC Filings for VIDA > Form 8-K on 12-Jul-2013All Recent SEC Filings

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Form 8-K for VIDAROO CORP


12-Jul-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 8, 2013, Vidaroo entered into an Intellectual Property Purchase Agreement ("Purchase Agreement") with Skynet Technology Group, Inc. ("Skynet") of Roswell, Georgia. The Purchase Agreement calls for transfer of ownership of all Intellectual Property associated with and supporting Vidaroo's online video platform (the "Purchased Assets").

Consideration for the purchase is $4.25 million with the potential for additional payments up to $650,000 based on future revenue generated by the platform. The consideration of $4.25 million consists of $1.25 million in Cash and $3 million in common stock of Skynet. The number of shares underlying the $3 million in common stock may be adjusted upward in the event that Skynet raises additional capital at a lower valuation than the current enterprise value of the organization of $100 million.

Closing of the transaction is to occur within 90 days of the execution of the Purchase Agreement. Closing of the transaction may be preceded by a Preliminary Closing in the event that Skynet has not procured the financing for the cash settlement of the transaction. Preliminary Closing will result in providing Skynet with the ownership rights of the Purchase Assets. Consideration for Preliminary Closing shall be provision of a Promissory Note, along with placement of the shares of common stock in escrow. The terms of the Promissory Note shall include a 90 day term with the right to extend said term up to a maximum of one year and bear interest at 6%. Vidaroo's obligation at the time of Preliminary Closing will be to place the source code of the Purchased Assets in escrow.

Termination of the Purchase Agreement is provided for in the event of material breach by either party, including default on the Promissory Note upon its final extended maturity date one year from the date of Preliminary Closing.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits

Exhibit    Description
Number
99.1       Press release annoucement "Vidaroo Executes
           Intellectual Property Acquisition Agreement with
           Skynet Technology Group"


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