On May 22, 2012 IC Places, Inc. ("the Company" or "Buyer") entered into a letter of intent with Punch Television Network ("Punch", "Seller"). Buyer would acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation: (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. The aggregate consideration for the assets and business to be purchased would be a set amount of IC Places Common Stock, to be determined based on valuations of the assets acquired.