SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Robert S. Hart, Esq.
5424 Deloache Avenue
Dallas, Texas 75220
(214) 378-5301
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
Radical Holdings LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC & OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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15,024,082 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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15,024,082 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,024,082 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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98.0% (1) |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
(1) Includes 14,563,804 shares of common stock that are issuable upon conversion of 4,392,286 shares of Series A Convertible Preferred Stock and 231,195 shares of common stock that are issuable upon conversion of 69,726 shares of Series B Convertible Preferred Stock that Radical Holdings LP has purchased pursuant to, and under the terms and conditions set forth in, the Securities Purchase Agreement, dated as of July 18, 2008, by and between Immediatek, Inc. and
Radical Holdings LP. The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible at any time at the option of Radical Holdings LP, collectively, into that number of full shares of common stock representing 96.50809% of the total voting power of all outstanding capital stock of Immediatek, Inc. after giving effect to the conversion. The conversion price of each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock is subject t
o adjustment to effect such result upon conversion. The 15,024,082 shares of common stock is based upon 535,321 shares of common stock outstanding reported in the Issuers Form 10-Q for the period ended September 30, 2008.
2
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1 |
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NAMES OF REPORTING PERSONS
Radical Management LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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15,024,082 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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15,024,082 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,024,082 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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98.0% (1) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
(1) Includes 14,563,804 shares of common stock that are issuable upon conversion of 4,392,286 shares of Series A Convertible Preferred Stock and 231,195 shares of common stock that are issuable upon conversion of 69,726 shares of Series B Convertible Preferred Stock that Radical Holdings LP has purchased pursuant to, and under the terms and conditions set forth in, the Securities Purchase Agreement, dated as of July 18, 2008, by and between Immediatek, Inc. and
Radical Holdings LP. The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible at any time at the option of Radical Holdings LP, collectively, into that number of full shares of common stock representing 96.50809% of the total voting power of all outstanding capital stock of Immediatek, Inc. after giving effect to the conversion. The conversion price of each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock is subject t
o adjustment to effect such result upon conversion. The 15,024,082 shares of common stock is based upon 535,321 shares of common stock outstanding reported in the Issuers Form 10-Q for the period ended September 30, 2008.
3
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1 |
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NAMES OF REPORTING PERSONS
Mark Cuban |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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15,024,082 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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98.0% (1) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
(1) Includes 14,563,804 shares of common stock that are issuable upon conversion of 4,392,286 shares of Series A Convertible Preferred Stock and 231,195 shares of common stock that are issuable upon conversion of 69,726 shares of Series B Convertible Preferred Stock that Radical Holdings LP has purchased pursuant to, and under the terms and conditions set forth in, the Securities Purchase Agreement, dated as of July 18, 2008, by and between Immediatek, Inc. and
Radical Holdings LP. The shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible at any time at the option of Radical Holdings LP, collectively, into that number of full shares of common stock representing 96.50809% of the total voting power of all outstanding capital stock of Immediatek, Inc. after giving effect to the conversion. The conversion price of each of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock is subject t
o adjustment to effect such result upon conversion. The 15,024,082 shares of common stock is based upon 535,321 shares of common stock outstanding reported in the Issuers Form 10-Q for the period ended September 30, 2008.
4
This Amendment No. 6 to Schedule 13D amends and supplements the Schedule 13D jointly filed by
Radical Holdings LP, Radical Management, LLC, Radical Investments LP, Radical Fund Management LLC,
Radical Incubation LP, Radical Incubation Management LLC and Mark Cuban with the Securities and
Exchange Commission (the Commission) on February 3, 2006, as amended and supplemented by
Amendment No. 1 to Schedule 13D filed with the Commission on March 15, 2006, Amendment No. 2 to
Schedule 13D filed with the Commission on October 17, 2006, Amendment No. 3 to Schedule 13D filed
with the Commission on September 6, 2007, Amendment No. 4 to Schedule 13D filed with the Commission
on November 8, 2007 and Amendment No. 5 to Schedule 13D filed with the Commission on July 22, 2008 (as amended and
supplemented, collectively, the Schedule 13D), relating to the common stock, $0.001 par value per
share, of Immediatek, Inc., a Nevada corporation. Initially capitalized terms used herein that are
not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D.
Except as expressly provided for herein, all Items of the Schedule 13D remain unchanged.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby supplemented as follows:
Demand Promissory Note: On March 25, 2009, the Company issued to the Partnership a Demand
Promissory Note, in the principal amount of $750,000, bearing interest, calculated on the basis of
a 365-day year, at a rate per annum equal to three percent (3%) to evidence a loan from Radical
Holdings LP of $750,000. The following is a summary of the material terms of the Demand Promissory
Note:
Term. The Demand Promissory Note must be repaid within 30 days of receiving a demand for
repayment or on March 24, 2010, whichever comes earlier.
Rate of Interest. The rate of interest is three percent per year.
Prepayment. The Demand Promissory Note may be repaid in whole or in part without premium
or penalty at any time.
The above summary description of the Demand Promissory Note is not intended to be complete and
is qualified in its entirety to the full text of the Demand Promissory Note, which is incorporated
herein by reference. A copy of the Demand Promissory Note is attached as Exhibit 11.1 to this
Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby supplemented as follows:
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Exhibit |
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Number |
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Description of Exhibit |
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11.1 |
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Demand Promissory Note, dated March 25, 2009, issued by
Immediatek, Inc. to the order of Radical Holdings LP. |
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: March 25, 2009 |
RADICAL HOLDINGS LP,
a Texas limited partnership
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By: |
Radical Management LLC,
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a Texas limited liability company, |
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its general partner |
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By: |
/s/ Mark Cuban
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Name: |
Mark Cuban |
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Title: |
President |
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RADICAL MANAGEMENT LLC,
a Texas limited liability company
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By: |
/s/ Mark Cuban
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Name: |
Mark Cuban |
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Title: |
President |
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/s/ Mark Cuban
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Mark Cuban |
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6
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
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11.1 |
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Demand Promissory Note, dated March 25, 2009, issued by
Immediatek, Inc. to the order of Radical Holdings LP. |
7