Sale Terms and Important Information

Exhibit A: Additional Terms Exhibit A CLARIFIED AMENDED Terms and Conditions of Auction Sale a. In order to be permitted to review the Assets, each prospective bidder must execute a confidentiality agreement with the Trustee. The Trustee shall solicit prospective purchasers to execute an Asset Purchase Agreement in the Form of Exhibit A hereto (the “APA”). On April 4, 2013, the Trustee shall choose, in her discretion, the prospective purchaser, if any, who agrees to execute an APA with the highest and best offer (the “Initial Bid”) to purchase the Assets (the “Stalking Horse Bidder”). The Stalking Horse Bidder shall not be entitled to any break-up fee or other compensation for being designated by the Trustee as the Stalking Hose Bidder. The Stalking Horse Bidder shall provide to the Trustee upon execution of the APA a certified check or bank check in the amount of Ten Thousand ($10,000.00) Dollars to be held by the Trustee as a Security Deposit under the Terms of the APA. The Initial Bid shall become the initial bid at the Auction, the Initial Bid shall be a Qualified Bid, and the Stalking Horse Bidder shall be a Qualified Bidder. Upon selection of the Stalking Horse Bidder, the Trustee shall file with the Court the identity of the Stalking Horse Bidder and the executed APA so that it is available on the Court’s Pacer System. b. In order to qualify to bid at the Auction Sale, each prospective bidder must deliver to the Trustee no later than April 8, 2013 at 5:00 p.m. (local time) unless otherwise ordered by the Court a certified check or bank check in the amount of Ten Thousand ($10,000.00) Dollars, (the “Qualifying Deposit”) payable to the Bankruptcy Estate of Poptank Studios, Inc. (the “Estate”), which amount shall serve as a partial good faith deposit against payment of the purchase price by such competing bidder as the Trustee determines to have made the highest or best bid for the Assets (the “Successful Bidder”) and the unqualified statement that if chosen as the Successful Bidder it will immediately at the conclusion of the Auction Sale execute the APA without any changes other than the purchase price. Along with said unqualified statement, the Successful Bidder shall provide evidence, to the sole satisfaction of the Trustee or the Court, as the case may be, of its ability to conclude the transaction upon these Terms and Conditions of Sale and the APA, without delay. Any prospective bidder that provides the Qualifying Deposit and such unqualified statement and evidence of ability to close shall also be designated a Qualified Bidder by the Trustee. The Trustee reserves the right to reject any prospective bidder who, in the sole discretion of the Trustee, the Trustee believes is not financially capable of consummating the purchase of the Assets. At the conclusion of the Auction Sale, the Trustee or her representative will return the Qualifying Deposits to all Qualifying Bidders who are not chosen by the Trustee as the Successful Bidder. c. The Successful Bidder must pay the balance of the purchase price (the “Purchase Price”) for the Assets (the difference between the amount of the successful bid and the Qualifying Deposit) to the Trustee, by certified check or bank check at the closing of title to the Assets (the “Closing”). The Successful Bidder must close the purchase transaction on a date that is no more than forty five (45) days after the entry of a Court order approving the sale, (the “Closing Date”), TIME BEING OF THE ESSENCE as to the purchaser, although such date may be extended solely by the Trustee. d. The Bankruptcy Court prior to the Closing must enter an Order confirming the results of the Auction Sale. e. The Closing shall take place at the office of the Trustee, or via mail. f. The Successful Bidder shall pay any transfer taxes incurred, by the Estate relating to the transfer of the Assets at the Closing. In connection with the Closing and Closing Date, the Successful Bidder is hereby given notice that Time is of the Essence Against the Successful Bidder and the failure of the Successful Bidder to close for any reason whatsoever (except as otherwise provided below) including its failure to pay the balance of the Purchase Price on the Closing Date, will result in the Trustee retaining the Qualifying Deposit as liquidating damages and the termination of the Successful Bidder’s right to acquire the Assets under these Terms and Conditions of Sale. The Successful Bidder shall be obligated to close on the transfer of the Assets and, other than as set forth in the APA, there is no contingency of any kind or nature that will permit the Successful Bidder to cancel or avoid its obligation under these Terms of and Conditions of Sale. The Successful Bidder acknowledges and is aware that the Trustee will transfer title to the Assets in the manner set forth in the APA. Expenses incurred by the Successful Bidder or any competing bidder concerning any due diligence shall be the sole responsibility of such bidder, and under no circumstances shall the Trustee, the Estate or the Trustee’s professionals be responsible for, or pay, such expenses. g. At the conclusion of the Action Sale, the Trustee shall designate the Qualified Bidder, if any, who has made the second highest bid for the assets (the “Second Highest Bidder”). h. In the event that the Successful Bidder for the Assets fails to tender the payment of the balance of the Purchase Price on the Closing Date, or otherwise perform any of its obligations under the Terms and Conditions of Sale, or of the order approving the sale of the Assets, the Trustee, at her sole option, shall be authorized to sell the Assets to the Second Highest Bidder without any further notice and without giving credit for the Qualifying Deposit forfeited by the Successful Bidder, on the same terms and conditions set forth in the APA and upon such other terms and conditions as the Trustee deems appropriate. Should the Second Highest Bidder fail to close on the Assets, within such time as the parties may agree, but not to exceed sixty (60) days after notice from the Trustee to the Second Highest Bidder, the Trustee shall be authorized to sell the Assets to the next highest or best bidder, if any, without the necessity of any further notice. i. The Trustee, the Estate and the Trustee’s professionals have not made and do not make any representations as to value of the Assets or any other matter or thing affecting or related to the Assets or this Auction Sale, which might be pertinent to the purchase of the Assets, including, without limitation, (i) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Assets from any source, including, but not limited to, any state, city or federal government or institutional lender; (ii) the current or future use of the Assets; and, (iii) the presence or absence of any laws, ordinances, rules or regulations issued by any governmental authority, agency or board and any violations. Each bidder hereby expressly agrees and acknowledges that no such representations have been made. The Trustee, the Estate, and the Trustee’s professionals are not liable or bound in any manner by expressed or implied warranties, guaranties, promises, statements, representations or information pertaining to the Assets, made or furnished by the Trustee, the Estate, any agent, employee, servant or other person or professional representing or purporting to represent the Trustee unless such warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth in writing by the Trustee. j. The interest in the Assets are being sold “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” without any representations, covenants, guarantees or warranties of any kind or nature whatsoever, and free and clear of any and all liens, judgment or mortgage, or adverse claims to title, of whatever kind or nature, such liens, if any, to attach to the proceeds of sale. By delivering their respective Qualifying Deposits, all bidders acknowledge that they have had the opportunity to review and inspect the Assets, the state of title thereof and laws, rules and regulations applicable thereto, and the APA, and will rely solely thereon and on their own independent investigations and inspections of the Assets in making their bids. Neither the Trustee nor any of her representatives make any representations or warrantees with respect to the permissible uses of the Assets. All bidders acknowledge that they have conducted their own due diligence in connection with the Assets, and are not relying on any information provided by the Trustee, the Estate or the Trustee’s professionals. k. The Trustee shall convey the Assets by delivery of a quitclaim bill of sale of the Estate’s interest in the Assets and any documentation required by the United States Patent and Trademark Office to assign the Trustee’s interest in any patents or patent applications and any other documentation required by the APA. l. Neither the Trustee nor the Estate is liable or responsible for the payment of fees of any broker. m. Nothing contained in these terms and conditions of sale are intended to supersede or alter any provisions of the Bankruptcy Code or otherwise interfere with the jurisdiction of the Bankruptcy Court. All of the terms and conditions set forth in these terms and conditions of sale are subject to modification as may be directed by the Trustee or by the Court. The Trustee reserves the right to modify these terms and conditions of sale at the Auction Sale or thereafter to maintain consistency with the provisions of the Bankruptcy Code and/or prior orders of the Court. n. These terms and conditions of sale will be read into the record, or specifically incorporated by reference, at the Auction Sale of the Assets. By making a bid for the Assets, all bidders will be deemed to have acknowledged having read these terms and conditions of sale and have agreed to be bound by them. o. If the Trustee is unable to deliver title to the Assets in accordance with these terms and conditions of sale for any reason whatsoever, her only obligation will be to refund the Deposit, together with any interest earned thereon, if any, to the Successful Bidder, and upon such refund, the Successful Bidder will have no claim or recourse against the Trustee, the Estate or the Trustee’s professionals. p. The Trustee reserves her right to withdraw the Assets from the Auction Sale, either prior, or subsequent to the Auction Sale, for any reason whatsoever, as she deems necessary or appropriate. q. The Auction Sale of the Assets is subject to confirmation by the United States Bankruptcy Court for the District of Connecticut after notice and a hearing. r. The Trustee or the Trustee’s attorney shall notify the Successful Bidder whether the Auction Sale is confirmed. The Bankruptcy Court shall determine any disputes concerning the Auction Sale of the Assets. By participating in the Auction Sale, all bidders consent to the jurisdiction of the Bankruptcy Court to determine such disputes under the Debtor’s pending case. s. The Trustee shall provide reasonable access to the Assets for viewing prior to the Auction upon execution of a confidentiality agreement.