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ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT ("Agreement") is
entered into this 13 th day of August, 2007, by and
between Wave Wireless Corporation, a Delaware corporation
("Seller"), and BB Test Solutions, Inc., a Florida Corporation
("Buyer").
RECITALS
WHEREAS, Seller is currently in the business of
marketing and selling the SPEEDLAN product line, consisting of
certain assets set forth on Exhibit A hereto (the "SPEEDLAN
Assets");
WHEREAS, subject to the terms and conditions set
forth herein, Seller wishes to sell, and Buyer wishes to purchase,
the SPEEDLAN Assets.
AGREEMENT
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A. Purchase . On the Closing Date, as set
forth below, Buyer shall purchase the Seller's right, title and
interest in and to the SPEEDLAN Assets. The Seller shall transfer
and convey its interests in the SPEEDLAN Assets via a Quit Claim
Bill of Sale.
B. Assumed Liabilities . The Buyer shall
assume no liabilities of the Seller, including liabilities relating
to the SPEEDLAN Assets, other than all warranty obligations with
respect to SPEEDLAN products previously sold by Buyer ("Assumed
Warranty Obligations").
C. Consideration for Assets : Buyer shall
pay Seller $78,000 in consideration for the SPEEDLAN Assets (the
"Purchase Price"), which amount shall be paid $53,000.00 at
Closing, and $25,000 payable in five equal installments of $5,000
on the first day of each month following the Closing Date (each, an
"Installment Payment"). In addition, Buyer shall pay Seller an
amount equal to 2.5% of all revenue generated by Buyer resulting
from the sale of SPEEDLAN products, or products using any of the
SPEEDLAN Assets, during the twelve months immediately following the
date of this Agreement ("Royalty Payments"). Royalty Payments shall
be made on the tenth day following each month after the date of
this Agreement, and shall be due and payable based on the
recognition of revenue by Buyer according to generally accepted
accounting principles. At such time as Buyer has made Royalty
Payments to Seller equal to $25,000, no further Royalty Payments
shall be due Seller hereunder. Notwithstanding the foregoing, in
the event that Seller has not received Royalty Payments equal to at
least $4,500.00 on or before the date of the last required
Installment Payment set forth above, Buyer shall pay Seller such
amount in immediately available funds together with the final
Installment Payment. Such amount shall not be considered part of
the Purchase Price, nor shall such amount offset any Royalty
Payments due Seller hereunder. In the event such amount is not paid
on the final Ins
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