1.6. Formulación de la hipótesis
2.1.10. RATIOS FINANCIEROS
Notary Public
GBX-APOGEE
Exhibit 2.7(a)(ii)(C)(1)— Duke Nukem Trademarks and Servicemarks Exhibit 2.7(a)(ii)(C)(1)— Duke Nukem Trademarks and Servicemarks
All of the Duke IP Trademarks and Servicemarks, registered and unregistered, transferred as a result of All of the Duke IP Trademarks and Servicemarks, registered and unregistered, transferred as a result of this A
this A greement are provide below:greement are provide below: Mark
Mark Reg. Reg. No. No. Issue Issue DateDate CountryCountry DUKE NUKEM
DUKE NUKEM 2,578,9162,578,916 June 11, 2002June 11, 2002 U.S.U.S. HAIL TO THE KING
HAIL TO THE KING 2,596,8292,596,829 July 23, 2002July 23, 2002 U.S.U.S. [Nuclear Symbol]
[Nuclear Symbol] 2,435,0652,435,065 March 13, 2001March 13, 2001 U.S.U.S. HAIL TO THE KING
HAIL TO THE KING 2,173,3912,173,391 October 18, 2002October 18, 2002 EUEU HAIL TO THE KING
HAIL TO THE KING TMA648429TMA648429 September 19, 2005September 19, 2005 CanadaCanada HAIL TO THE KING
HAIL TO THE KING 870189870189 January 9, 2002January 9, 2002 AustraliaAustralia COME GET SOME
COME GET SOME 2,436,8902,436,890 March 20, 2001March 20, 2001 (Cancell
(Cancelled ed underunder section 8 on section 8 on 12/22/07) 12/22/07) U.S. U.S.
HAIL TO THE KING BABY
HAIL TO THE KING BABY 2,647,9692,647,969 November 12, 2002November 12, 2002 (Cancelled under (Cancelled under section 8 on 6/20/09) section 8 on 6/20/09) U.S. U.S. GBX-APOGEE A
Exhibit 2.8 - Buy-Back of Duke IP Exhibit 2.8 - Buy-Back of Duke IP
The Parties agree that the Seller may repurchase the Duke 11" at a price equal to the Buy-Back. The Parties agree that the Seller may repurchase the Duke 11" at a price equal to the Buy-Back. The "Buy-Back
The "Buy-Back is defined as the sum of the following;is defined as the sum of the following;
The Purchase Price (paid to-date of the Closing of the Buy-Back); plus, The Purchase Price (paid to-date of the Closing of the Buy-Back); plus, Publisher Settlement: plus.
Publisher Settlement: plus. All reasonable and
All reasonable and ordinary ordinary expenses paid by Gexpenses paid by GBX BX (or its agents) for development of (or its agents) for development of thethe Duke [P. to the extent not recouped from game or other Duke IP exploitation revenues; plus, Duke [P. to the extent not recouped from game or other Duke IP exploitation revenues; plus, 100% of the Royalties created from the Closing to the date of the Buy-Back on the last three 100% of the Royalties created from the Closing to the date of the Buy-Back on the last three AAA
AAA-rated game releases. Until -rated game releases. Until there have been there have been three AAA-rated game releases post-three AAA-rated game releases post- Closing, the Parties
Closing, the Parties will use the weighwill use the weighting of ting of 3 times first rel3 times first release; when there has been 2ease; when there has been 2 releases the Parties will combine those and, then, multiply by 1.5 to reach the amount for this releases the Parties will combine those and, then, multiply by 1.5 to reach the amount for this bullet-item.
bullet-item.
"Buy-Back Depreciation": Should there ever be a continuous 24-calendar month period where "Buy-Back Depreciation": Should there ever be a continuous 24-calendar month period where the Seller r
the Seller receives less than US$eceives less than US$1717 ,000 (,000 (one hundred one hundred seventy live seventy live thousand dollars) pethousand dollars) per yearr year (regardless of'
(regardless of' form), the Seller form), the Seller may deduct 5% from the Buy-Bmay deduct 5% from the Buy-Back. After this dack. After this deduction, shouldeduction, should the Seller conti
the Seller continue to nue to receive less treceive less than UShan US$17$175,05,000 (one hundred seventy f00 (one hundred seventy five thousand dollars)ive thousand dollars) (regardless of form) within the subsequent 12-month period, the Seller may deduct another 5% (regardless of form) within the subsequent 12-month period, the Seller may deduct another 5% from the Buy-Back — continual drops of 5% as described in this paragraph will accrue every from the Buy-Back — continual drops of 5% as described in this paragraph will accrue every subsequent 12-calendar months for as long as the Seller receives less than US$175,000 (one subsequent 12-calendar months for as long as the Seller receives less than US$175,000 (one hundred seventy five thousand dollars) in payments per calendar year. However, should a hundred seventy five thousand dollars) in payments per calendar year. However, should a deduction in Buy-Back take place, the Buyer may earn an increase to the percentages to its Buy- deduction in Buy-Back take place, the Buyer may earn an increase to the percentages to its Buy- Back by launching additional AAA-rated videogames. as contemplated herein.
Back by launching additional AAA-rated videogames. as contemplated herein. TheThemaximummaximum amount of decay possible is capped at 25% from the highest percentage attained by the Buyer. amount of decay possible is capped at 25% from the highest percentage attained by the Buyer.
If Seller has received $20 million in royalties under this Agreement, then the Buy-Back If Seller has received $20 million in royalties under this Agreement, then the Buy-Back Depreciation provision shall not be in effect. For any year in which Seller has received at least Depreciation provision shall not be in effect. For any year in which Seller has received at least $5 million in royalties during that calendar year under this Agreement, then the minimum royalty $5 million in royalties during that calendar year under this Agreement, then the minimum royalty thresholds in the Buy-Back Depreciation provision shall not apply for the following 36 calendar thresholds in the Buy-Back Depreciation provision shall not apply for the following 36 calendar months. For any year in which Seller has received less than $5 million but at least $1 million in months. For any year in which Seller has received less than $5 million but at least $1 million in royalties during that calendar year under this Agreement. then the minimum royalty thresholds in royalties during that calendar year under this Agreement. then the minimum royalty thresholds in the Buy-Back Depreciation provision shall not apply for
the Buy-Back Depreciation provision shall not apply for
thethe
following 12 calendar months.following 12 calendar months.GEIX-APOGEE APA (FINAL 020210)
Exhibit 2.9 — Sale of Duke IP to a Third-Party Exhibit 2.9 — Sale of Duke IP to a Third-Party
In making this Agreement, the Parties contemplate that the Duke IP may be resold at some uncertain time in In making this Agreement, the Parties contemplate that the Duke IP may be resold at some uncertain time in the future. Tice Parties agree that both the Seller and the Buyer will have created value in the Duke 1P; and, the future. Tice Parties agree that both the Seller and the Buyer will have created value in the Duke 1P; and, scenarios as to how the Duke 1P may be resold after Closing.
scenarios as to how the Duke 1P may be resold after Closing. I. Duke IP Sold
I. Duke IP Sold Without Buyer's ApprovalWithout Buyer's Approval
The greater of the Vesting Schedule (defined below) or the Buy-Back Provision (as defined in
The greater of the Vesting Schedule (defined below) or the Buy-Back Provision (as defined in ExhibitExhibit 2.8).
2.8).
Vesting Schedule (for all percentages shown below, the gross sales price will be used) is defined as Vesting Schedule (for all percentages shown below, the gross sales price will be used) is defined as the sum of the following:
the sum of the following: Publisher Settlement Publisher Settlement (42(420%)0%) Launch of DNF (+5%) Launch of DNF (+5%) Launch of Launch of DNB (+5DNB (+5%)%)
Launch of any additional AAA-rated videogames using the Duke IP (+5' Launch of any additional AAA-rated videogames using the Duke IP (+5' e)e)
Note: The Vesting Schedule will not cap at a percentage of the gross sales price of the Duke IP. And. Note: The Vesting Schedule will not cap at a percentage of the gross sales price of the Duke IP. And. the Parties agree
the Parties agree that the Seller will that the Seller will notify the notify the BuBuyer with the written notiyer with the written notice to the ce to the BuBuyer's Gyer's Generaleneral Counsel that it has decided to sell the Duke IP from the Buyer to a Third-Party. Such Notice must Counsel that it has decided to sell the Duke IP from the Buyer to a Third-Party. Such Notice must take place no later than 30-business days prior to any substantial negotiation between the Seller and take place no later than 30-business days prior to any substantial negotiation between the Seller and any Third-Party - if the required Notice, as described herein, is not presented to the Buyer within the any Third-Party - if the required Notice, as described herein, is not presented to the Buyer within the time specified, then an additional 5% of the purchase price will be awarded to the Buyer. Buyer's time specified, then an additional 5% of the purchase price will be awarded to the Buyer. Buyer's reasons for withholding approval of
reasons for withholding approval of the sale shall the sale shall be made in good be made in good faith with subsfaith with substantive businesstantive business reason.
reason.
II. Duke IP Sold With Buyer's Approval II. Duke IP Sold With Buyer's Approval
The greater of the Vesting Schedule (defined below) or the Buy-Back Provision (as defined in The greater of the Vesting Schedule (defined below) or the Buy-Back Provision (as defined in ExhibitExhibit 2.8).
2.8).
Vesting Schedule (for all percentages shown below, the gross sales price will be used) is defined as Vesting Schedule (for all percentages shown below, the gross sales price will be used) is defined as the sum of the following:
the sum of the following: Publisher Settlement Publisher Settlement (+20(+20%)%) Launch of DNF (+5%) Launch of DNF (+5%) Launch of DNB (+5%) Launch of DNB (+5%)
Launch of any additional AAA-rated videogames using the Duke IP (+5%) Launch of any additional AAA-rated videogames using the Duke IP (+5%)
Note: The Vesting Schedule will cap at 50% of the gross sales price of the Duke IP. And, the Parties Note: The Vesting Schedule will cap at 50% of the gross sales price of the Duke IP. And, the Parties agree that the Seller will notify the Buyer with the written notice to the Buyer's General Counsel that agree that the Seller will notify the Buyer with the written notice to the Buyer's General Counsel that it has decided to sell the Duke
it has decided to sell the Duke IPIPfrom the Buyer to a Third-Party, Such Notice must take place nofrom the Buyer to a Third-Party, Such Notice must take place no later than 30-business days prior to any substantial negotiation between the Seller and any Third-Party later than 30-business days prior to any substantial negotiation between the Seller and any Third-Party - if the required Notice, as described herein. is not presented to the Buyer within the time specified, - if the required Notice, as described herein. is not presented to the Buyer within the time specified, then an additional 5% of the purchase price will be awarded to the Buyer.
then an additional 5% of the purchase price will be awarded to the Buyer.
Vesting Depreciation": Regardless of which of the two methods of IP Sale are used, should there ever be a Vesting Depreciation": Regardless of which of the two methods of IP Sale are used, should there ever be a continuous 24-calendar month period where the Seller receives less than USSI 75.000 (one hundred seventy continuous 24-calendar month period where the Seller receives less than USSI 75.000 (one hundred seventy
GBX-APOGEE APA (FINAL 020210)
five thousand dollars) per year (regardless of form), the Seller may deduct 5% from the Vesting Schedule, as five thousand dollars) per year (regardless of form), the Seller may deduct 5% from the Vesting Schedule, as described above. After this deduction, s
described above. After this deduction, s hould the Seller continue hould the Seller continue to receive less to receive less than US$17than US$175,000 (one5,000 (one hundred seventy five thousand dollars) (regardless of form) within the subsequent 12-month period, the Seller hundred seventy five thousand dollars) (regardless of form) within the subsequent 12-month period, the Seller may deduct another 5% from the Vesting Schedule - continual drops of 5% as described in this paragraph will may deduct another 5% from the Vesting Schedule - continual drops of 5% as described in this paragraph will accrue every subsequent 12-cal
accrue every subsequent 12-calendar months for as long as thendar months for as long as th e Seller e Seller receivreceives less es less than US than US 175,000 (one175,000 (one hundred seventy five thousand dollars) in payments
hundred seventy five thousand dollars) in payments per calendar year. per calendar year. HowevHowever, should a deduction er, should a deduction inin Vesting Schedule take place, the Buyer may earn an increase to th
Vesting Schedule take place, the Buyer may earn an increase to th e percentages to its Vesting Schedule bye percentages to its Vesting Schedule by launching additional AAA-rated videogames, as contemplated herein. The maximum amount of decay launching additional AAA-rated videogames, as contemplated herein. The maximum amount of decay possible is capped at 25% from the highest percentage attained by the Buyer.
possible is capped at 25% from the highest percentage attained by the Buyer.
If Seller has received $20 million in royalties under this Agreement, then the Vesting If Seller has received $20 million in royalties under this Agreement, then the Vesting Depreciation provi
Depreciation provision shsion sh all all not be in effnot be in effect. For any year in ect. For any year in whwh ich Seller has received at least ich Seller has received at least 5 mill5 millionion in royalties during that calendar year under this Agreement. then the minimum royalty thresholds in the in royalties during that calendar year under this Agreement. then the minimum royalty thresholds in the Vesting Depreciation provision shall not apply for the following 36 calendar months. For any year in Vesting Depreciation provision shall not apply for the following 36 calendar months. For any year in which Se
which Se llller has received ler has received less thess th an an 5 mill5 million but ion but at lat least east I milI millilion in on in royaltiroyalties during tes during that calendar yearhat calendar year under this Agreement, then the minimum royalty
under this Agreement, then the minimum royalty threshthresholds in the Vesting Depreciation provision shallolds in the Vesting Depreciation provision shall not apply for the following 12 calendar months
not apply for the following 12 calendar months III
III uke IP Sale By Buyeruke IP Sale By Buyer A.
A. The Parties agree that Buyer will notify Seller with written notice to Seller and Seller'sThe Parties agree that Buyer will notify Seller with written notice to Seller and Seller's Counsel that Buyer h
Counsel that Buyer h as decided to sell the Duke as decided to sell the Duke IP from the BIP from the B uyer to a Thuyer to a Th irdird-Part-Party. Such y. Such NoticeNotice must take place no later than 30-business days prior to any substantial negotiation between the must take place no later than 30-business days prior to any substantial negotiation between the Buyer and any Th
Buyer and any Th ird-Party.ird-Party. B.
B. During the first twelve (12) months after the Effective Date of this Agreement, BuyerDuring the first twelve (12) months after the Effective Date of this Agreement, Buyer sh
sh all not sell or transfer the Duke IP to a all not sell or transfer the Duke IP to a Third-Party without Seller's prior approvalThird-Party without Seller's prior approval
GBX-APOGEE
Exh
Exhibit 2.10 — Developmenibit 2.10 — Developmen t of Dukt of Duk Nukem ForeverNukem Forever
The Parties agree that the AAA-rated videogame, titled
The Parties agree that the AAA-rated videogame, titled Duke Nukem ForeverDuke Nukem Forever
("DNF("DNF"), will be"), will be
completed on the PC and developed for the console according to the following rules:completed on the PC and developed for the console according to the following rules: