1
Schedule I
to Asset Purchase Agreement
between West Coast Entertainment Corporation and
the Sellers and Principals Identified Below
Section of Agreement
in Which Term, Item or
Information is Referenced Term or Item
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Recital Name, Address and Principal Office of Each Seller:
▇▇▇▇▇▇ Turn Video, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Recital Principals: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
1.1(a)(ix) Trade Names: ▇▇▇▇▇▇ Turn Video, Inc.
DBA West Coast Video
Hollywood
1.1(c) Stores, Reflecting Street Address of Each Store,
and its Owning Seller:
Total Number of Stores: one
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1.3(a) Purchase Price: $1,200,000
2
1.3(b) Cash Percentage: 60% ($720,000)
$400,000 payable at the Closing with the balance payable on or before
January 3, 1997.
Pursuant to an instrument of evidence of indebtedness to be delivered at
the Closing to Seller, 100% of the shares of Common Stock shall be issued
on January 5, 1998.
1.3(c) "Net Operating Cash Flow" shall be equal to (i) the pre-tax income from
the Stores for the 12-month period ending on June 30, 1996, plus (ii) all
debt-related interest expense for the Stores and depreciation and
amortization expenses for the Stores for such 12-month period, plus (iii)
all royalty expenses (if any and if expensed) attributable to such stores
during such 12-month period, less (iv) all rental product purchases for
the Stores during such 12-month period (including revenue sharing expenses
if not previously expensed), less (v) all earned income interest for such
12-month period; with such components of Net Operating Cash Flow
determined in accordance with generally accepted accounting principles
applied consistently with the Sellers' past practices.
1.4 Assumed Liabilities:
All obligations of the Sellers continuing after the Closing under the
Leases specified on Schedule 2.11 which become due and payable after the
Closing Date. (No adjustment to Purchase Price.)
Up to $60,000 of Accounts Payable.
1.6 Closing Date: November 15, 1996
2.1 Type of Entity and Capitalization:
C Corporation
Jurisdictions in which qualification of Seller is required: Florida
2.2 Each Seller's State of Organization, and Authorized and Issued Stock (or
Other Interests), and Identity of Holders of All Legal and Beneficial
Interests in Each Seller:
The Seller is a Florida corporation with 1,000 shares of common stock
authorized and 400 shares of common stock outstanding, of which 200 shares
are beneficially owned by ▇▇▇▇▇▇ ▇▇▇▇▇ and 200 shares are beneficially
owned by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3
2.5(c) Minimum Net Operating Cash Flow: $150,000
7.10 Amount of Cash to Be Left at each Store on Closing Date: $300.
8.8 Other Conditions: Promptly following delivery to the Seller and each of
the Principals of a Prospectus (and any current supplement thereto)
relating to the sale of Buyer's Common Stock (which is included in a
Registration Statement which has been declared effective by the Securities
and Exchange Commission), the Seller shall hold a meeting of its
stockholders for purposes of approving the consummation of the
transactions contemplated by this Agreement.
14 Address for notices for purposes of Section 14:
To any Principal: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇ Turn Video, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
