EXHIBIT 2
ASSET PURCHASE AGREEMENT
ASSET PURCHASE
AGREEMENT made this 9
th day of May, 2005;
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Between:
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Cadapult
Graphic Systems, Inc., a
New Jersey corporation and a wholly owned subsidiary of Media
Sciences International, Inc. with offices located at 8 Allerman
Road, Oakland, New Jersey 07436, hereinafter referred to as
“Seller”;
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And:
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IO
Integration, Inc., a
California corporation with offices 577 Howard Street, San
Francisco, CA 94105, hereinafter referred to alternatively as "IO"
or "Purchaser;
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Whereas,
Seller is engaged primarily in the
business of sales of consumables for use in color printers and
related equipment; and,
Whereas,
Seller maintains certain service
and support contracts (“System Contracts”) with its
Systems Customers and is obligated to fulfill its obligations under
such contracts; and,
Whereas,
Seller is desirous of exiting the
systems integration business; and,
Whereas,
Purchaser is engaged in the
business of sales and support of prepress systems; and,
Whereas,
Purchaser is desirous of acquiring
Systems Contracts from Seller; and,
Now Therefore,
in consideration of the mutual
covenants, promises and conditions set forth herein, the parties
hereto do hereby agree as follows:
1.
Definitions.
1.01. Agreement. The within Asset Purchase
Agreement.
1.02. System Contracts. Prepress system service
and support contracts resulting from an agreement by the Seller to
provide certain hardware, software and technical support services
to certain customers for durations of up to one year, in exchange
for payment for said services.
1.03. Pre-paid Expenses. Expenses or contracts
with certain vendors in support of System Contracts.
1.04. Closing. The date upon which all of the
actions and agreements contemplated by this Agreement shall be
consummated by both Seller and Purchaser.
2. List of Exhibits.
1.01. Exhibit A. Bill of Sale.
3. Purchase and
Sale.
3.01 Seller agrees to sell, transfer and assign
to Purchaser, and Purchaser agrees to purchase from Seller, any and
all right, title and interest in the following :
A. System Contracts.
B. Pre-paid Expenses
C. Cell phone numbers for Kevin Martorana and
Gary Glass
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3.02 In conjunction with the purchase from
Seller by Purchaser of the System Contracts, as defined herein,
Purchaser has agreed to assume the following liabilities of Seller:
All obligations and liabilities for the performance of the System
Contracts.
4. Purchase
Price and Terms of Sale.
4.01 Purchaser does hereby agree to assume the
liabilities referenced in Paragraph 3.02 hereinabove (hereinafter
referred to as “Liabilities”) and to purchase the
System Contracts and Pre-paid Expenses for the consideration of
$1.
5.
Closing. The Closing
shall occur on May 13, 2005.
6.
Seller’s Representations. Seller represents and warrants to Purchaser as
follows:
A. Title to Assets
. Seller shall, as of the date of Closing, have good and marketable
title to the System Contracts and Pre-paid Expenses. At Closing,
Seller shall convey to Purchaser all such System Contracts and
Pre-paid Expenses.
B.
Indemnification . Seller agrees to protect, indemnify, and
hold the Purchaser harmless from and against any loss, damage or
expense, as well as reasonable counsel fees and costs, if incurred,
resulting from any breach of the warranties set forth in this
Paragraph 6. Specifically, this Indemnification shall include any
claim made against Purchaser for any Pre-paid Expense of Seller
that have not actually been paid.
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C. Corporate
Existence . Seller is now, and on the Closing Date will be, a
corporation duly organized and validly existing and/or qualified as
a foreign corporation in good standing under the laws of the State
of New Jersey.
D.
Authorization . The execution, delivery, and performance of
this Agreement has been duly authorized and approved by the Board
of Directors, and this Agreement constitutes a valid and binding
agreement of Seller in accordance with its terms.
E. Accuracy of
Representations and Warranties . None of the representations or
warranties of Seller contain or will contain any untrue statement
of a material fact or omit or will omit or misstate a material fact
necessary in order to make statements in this Agreement not
misleading. Seller knows of no fact or circumstance that has
resulted, or that in the reasonable judgment of Seller will result,
in a material change in the business, operations, or assets of
Seller that has not been previously disclosed or pursuant to the
transactions contemplated by this Agreement.
7.
Purchaser’s Representations . Purchaser represents and warrants to Seller as
follows:
A. Corporate
Existence. Purchaser is a California corporation, duly
organized, validly existing and in good standing under the laws of
the State of California and has the power and authority to carry on
its business, as now conducted, to own and operate its properties
and assets, to execute this Agreement and other agreements and
instruments referred to herein and to deliver and carry out the
transactions contemplated herein.
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