Asset Purchase Agreement (June 28th, 2017)
This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of June 27, 2017, by and among DTV Holding Inc., a Delaware corporation ("Buyer"), KING FORWARD, INC., a Florida corporation ("King Forward"), TIGER EYE BROADCASTING CORPORATION, a Florida corporation, ("Tiger Eye"), TIGER EYE LICENSING, L.L.C., a Florida limited liability company ("Tiger Eye Licensing") and BELLA SPECTRA CORPORATION, a Florida corporation ("Bella Spectra" and together with King Forward, Tiger Eye and Tiger Eye Licensing, collectively, the "Sellers" and each a "Seller").
Investor Rights Agreement (June 28th, 2017)
INVESTOR RIGHTS AGREEMENT (this "Agreement") dated as of June 27, 2017 by and among DTV America Corporation, a Delaware corporation (the "Corporation"), DTV Holding Inc., a Delaware corporation, and the holders of the Corporation's common stock, par value $0.01 per share (the "Common Stock") listed on Schedule A hereto (each a "Stockholder" and collectively, the "Stockholders"), and effective upon and subject to the consummation of the transactions contemplated by the Securities Purchase Agreement (as defined below) which will result in DTV Holding and its Affiliates (each as defined below) owning more than fifty (50%) of the currently outstanding shares of Common Stock of the Corporation.
Amended and Restated Secured Note (June 28th, 2017)
FOR VALUE RECEIVED, DTV America Corporation, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Continental General Insurance Company, a Texas corporation (the "Lender"), or its assigns, the aggregate principal sum of Two Million Dollars ($2,000,000), together with interest on the unpaid principal balance of this Amended and Restated Secured Note (this "Note") outstanding from time to time at a rate equal to fourteen percent (14%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum (the "Interest Rate").
Independent Consulting Services Agreement (July 14th, 2016)
This Independent Consulting Services Agreement (the "Agreement"), effective as of July 1, 2016, and dated as of July 11, 2016, is entered by and between Wayne Barr, Jr. located at 3025 Imperial Oaks Drive, Raleigh, NC 27614 ("Consultant") and HC2 Holdings, Inc., located at 450 Park Avenue, New York, New York 10022 ("HC2").