THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT

Contract Categories: Business Finance - Purchase Agreements
EX-10.8 2 rivu_ex10z8.htm THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT

EXHIBIT 10.8

 

THIRD ADDENDUM TO ASSET PURCHASE AGREEMENT

 

The following provisions (the “Addendum”) are hereby incorporated into, and are hereby made a part of, that certain Asset Purchase Agreement dated March 1, 2024 (the “Agreement”) between Advanced Voice Recognition Systems, Inc. a Nevada corporation, n/k/a Rivulet Entertainment, Inc. a Nevada corporation ("Buyer"), and Rivulet Media, Inc., a Delaware corporation ("Seller” or “Company") (individually, a “Party”; collectively, the “Parties”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”).

 

1.Assets to be Purchased. Schedule 1.1(a) (the "Acquired Assets") and Schedule 1.4(c) shall be amended by removing Maughan Music, Inc. and adding Storyland  Animation LLC. 

2.Assumption of Certain Liabilities. Shall be amended to read that liabilities due Rivulet Media, Inc., Rivulet Films, Inc. and all trade accounts, other than those that may be due to Nutcracker and /Kicklight, are not being assumed by the Company 

3. All other terms and conditions of the Agreement shall remain in full force and effect and said Agreement is hereby confirmed and ratified accordingly. 

 

 

IN WITNESS WHEREOF, the Parties have caused this Addendum to the Asset Purchase Agreement to be duly executed and delivered as of October 9, 2024.

 

SELLERBUYER 

 

 

RIVULET MEDIA, INC.                              Rivulet Entertainment, Inc. 

a Delaware corporation                            a Nevada corporation 

By/s/ Michael Witherill                                         By/s/ Walter Geldenhuys

Michael Witherill                                                    Walter Geldenhuys

President and Director                                             President and Director


 

 

 

 

SCHEDULE 1.1(a)

 

ACQUIRED ASSETS

(Films in Caps)

 

 

Nutcracker Productions, LLC

NUTCRACKERS

 

Good News Productions, LLC

TAURUS

 

PBP Productions, LLC

PLEASE BABY PLEASE

 

Mistress Movie, LLC

THE MISTRESS

 

LAC2 Productions, LLC

LAW ABIDING CITIZEN

 

Acolyte Productions, LLC

ACOLYTE

 

Storyland Productions, LLC

 

Da Vinci Productions, LLC

DA VINCI’S MOTHER

 

Garden Production, LLC

THE GARDEN

 

Storyland  Animation LLC.

 

Rivulet Media Ventures, LLC

 

Rivulet Media (name)

 

Rivulet Films (name)

 

The Dink Productions,  LLC


 

SCHEDULE 1.4(c) (amended)

 

PURCHASE PRICE

 

The total share purchase price (hereinafter (“Purchase Price”) will be as follows:

 

 

Nutcracker Productions, LLC

NUTCRACKERS:

Cash $5,440,281

Stock 54,500,000

 

Good News Productions, LLC

TAURUS:

Cash $288,990

Stock 2,892,000

 

 

PBP Productions, LLC

PLEASE BABY PLEASE

Cash $140,966

Stock 1,409,370

 

Mistress Movie, LLC

THE MISTRESS:

Cash $87,600

Stock 870,445

 

LAC2 Productions, LLC

Cash $1,497,260

Stock 15,000,000

 

Acolyte Productions, LLC

ACOLYTE

Cash $1,497,260

Stock 15,000,000

 

Storyland Productions, LLC

Cash $50,345

Stock 500,000

 

Da Vinci Productions, LLC

DA VINCI’S MOTHER

 

Garden Production, LLC

THE GARDEN

 

Storyland  Animation LLC

Cash $50,345

Stock 500,000


Rivulet Media Ventures, LLC

Cash $997,838

Stock 10,000,000

 

Rivulet Media (NAME):

Cash $10,069

Stock 100,000

 

Rivulet Films (NAME):

Cash $10,069

Stock 100,000

 

The Dink Productions,  LLC

Stock 5,239,941

 

NOBO shareholders

Stock 1,698,209

 

Total shares 105,583,045 @ .90

96,722,950

 

Total cash $10,069,000