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EXHIBIT 2
ASSET PURCHASE AGREEMENT
ASSET
PURCHASE AGREEMENT made this 9 th day of May,
2005;
| Between: |
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”; |
| And: |
IO Integration, Inc., a California corporation with
offices 577 Howard Street, San Francisco, CA 94105, hereinafter
referred to alternatively as "IO" or "Purchaser; |
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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B. Authorization.
Ex
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