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UBIQ > SEC Filings for UBIQ > Form 8-K on 12-Feb-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Financial Statements and E

Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2014, Ubiquity Broadcasting Corporation ("Ubiquity" or the "Company") entered into a term sheet (the "Term Sheet"), proposing an asset purchase transaction (the "Proposed Transaction") with Stray Angel Films, a privately-held Nevada corporation ("Stray Angel"). Stray Angel is a digital motion picture rental, production, and production services company founded in 2003.

Pursuant to the Term Sheet, Ubiquity will purchase all the assets of Stray Angel, including but not limited to all accounts receivable, tangible and intangible property (including production facilities and equipment, office equipment and supplies, intellectual property, and all other property used in connection with the Stray Angel business), books and records, licenses and permits, inventory, and goodwill associated with Stray Angel's business, for an aggregate value of $3,000,000 to be paid in the Company's restricted common stock, with the price per share to be determined by the average per share price on February 4, 2014.

Following the closing of the Proposed Transaction, the Stray Angel business would be integrated as a new division of the Company, with all applicable contracts and asset transferred to the new division. In addition, key management personnel of Stray Angel ("Key Personnel"), including but not limited to Mr. Suren M. Seron, Mr. Howard Asher, Mr. Josh Burrows and Mr. Billy Civitella shall enter into employment or consulting agreements with the Company.

The foregoing Term Sheet is not binding on Ubiquity or Stray Angel, except for the obligation connected to the exclusivity period during which Stray Angel agrees that it shall not approach or enter into discussions or negotiations with any third party with regard to the sale of Stray Angel' assets or any transaction similar to the Proposed Transaction for a period of 90 days after February 4, 2014, unless it receives a waiver from Ubiquity.

The foregoing Proposed Transaction is subject to legal and confirmatory due diligence, approval by Ubiquity's board of directors, approval by Stray Angel's board of directors and a majority of its shareholders in accordance with the Nevada Revised Statutes Chapter 78, and the execution of definitive agreements mutually satisfactory to Ubiquity and Stray Angel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Term Sheet between Ubiquity and Stray Angel, dated February 4, 2014

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