EXHIBIT 4
PROPOSED ORDER AUTHORIZING THE SALE OF THE STAR CONTROL FRANCHISE
ORDER AUTHORIZING THE SALE OF THE STAR CONTROL FRANCHISE AND GRANTING RELATED RELIEF
Upon the Debtors' motion, dated May 22, 2013 (the "Motion"),(2) pursuant to sections 105, 363, and 365 of title 11 of the United
States Code (the "Bankruptcy Code") (3) and rules 2002, 6004, 6006, 9008, and 9014 of the Federal Rules of Bankruptcy Procedure
(the "Bankruptcy Rules") for, among other things, entry of an order (i) authorizing the sale (the "Sale Transaction ") of the Star Control Franchise (the "Star Control Assets ") to Stardock Systems, Inc. (the "Buyer") free and clear of liens, claims, encumbrances, and other interests, except to the extent set forth in that certain Asset Purchase Agreement (the "APA"), attached hereto as Exhibit A, (ii) authorizing the assumption and assignment of certain executory contracts in connection with the Sale Transaction, and (iii) granting certain
related relief, all as more fully described in the Motion; and the Court having entered an order on June 14, 2013 (the "Bid Procedures
Order") approving, among other things, the (a) proposed procedures for submitting competing bids for the Star Control Assets (the "Bid Procedures"), (b) procedures for the assumption and assignment of certain executory contracts (the "Assumed Contracts") in connection with the Sale Transaction (the "Assumption and Assignment Procedures")
[snip]
Exhibit A
Asset Purchase Agreement
Star Control Assets
PURCHASE AGREEMENT
dated as of
July 18, 2013
by and among
ATARI, INC.
ATARI INTERACTIVE, INC.
HUMONGOUS, INC.
CALIFORNIA U.S. HOLDINGS, INC.
as the Sellers
and
STARDOCK SYSTEMS, INC.
as Buyer
[snip]
ARTICLE 2
PURCHASE AND SALE
SECTION 2.01
Purchase and Sale. Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from the Sellers and each Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of all Liens and Claims, other than Assumed Liabilities and Permitted Liens, all of such Seller's right, title and interest in, to and under the following (the "Purchased Assets"):
(a) the Intellectual Property;
(b) those contracts listed or described on Schedule 2.01(b)
(c) all Causes of Action for past or present infringement or misappropriation of Intellectual Property as of the Closing, including Sellers' rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, but excluding insurance proceeds (regardless of whether such rights are currently exercisable).
SECTION 2.02
Excluded Assets.
Notwithstanding any provision to the contrary set forth in this Agreement, Buyer expressly understands and agrees that any assets and properties of the Sellers not set forth in Section 2.01 (the "Excluded Assets") shall be excluded from the Purchased Assets.
