<PAGE>
Exhibit 99.2
ASSIGNMENT AND ASSUMPTION AGREEMENT (US)
This
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as
of
January 21, 2005, is entered into by and
between Citel Technologies, Inc., a
Delaware corporation ("Purchaser"), and
Verso Technologies, Inc., a Minnesota
corporation, MCK Communications, Inc., a
Nevada corporation, MCK Communications,
Inc., a Delaware corporation, MCK
Telecommunications Inc., a Yukon Territory
corporation, and Digital Techniques, Inc.,
a Texas corporation (collectively,
"Sellers"), pursuant to the Asset Purchase
Agreement (as amended, supplemented
or otherwise modified from time to time in
accordance with its terms, the "Asset
Purchase Agreement"), dated as of January
21, 2005, by and among Purchaser,
Sellers, Citel Technologies Limited,
company number 02459517, a corporation
organized under the laws of England and
Wales, and MCK Canada Operations Inc., a
corporation organized under the laws of
British Columbia. Each of the Purchaser
and Sellers is referred to herein
individually as a "Party" and together as the
"Parties." Capitalized terms used herein
but not defined herein shall have the
meanings set forth in the Asset Purchase
Agreement.
RECITALS:
WHEREAS,
pursuant to Section 2.1(j) of the Asset Purchase Agreement,
Sellers and Purchaser have agreed that the
Purchaser shall purchase, acquire,
accept and assume from Sellers, all of each
Seller's right, title and interest
in, to and under, and all obligations under
or relating to, the Contracts set
forth on Annex A hereto (the "Assigned
Contracts"); and
WHEREAS,
pursuant to Section 3.1 of the Asset Purchase Agreement and
subject to Section 3.2 thereto, Sellers and
Purchaser have agreed that the
Purchaser shall assume and become liable
for each of the Liabilities set forth
on Annex B hereto (the "Assumed
Liabilities").
NOW
THEREFORE, in consideration of the mutual promises and covenants
set
forth in this Agreement, and for other good
and valuable consideration, the
receipt and sufficiency of which is hereby
acknowledged and accepted, each Party
hereby agrees as follows:
1.
Assignment and Assumption of Assigned Contracts. Upon the terms
and
subject to the condition set forth in the
Asset Purchase Agreement from and
after the Closing, (a) each Seller does
hereby assign and delegate to Purchaser
all of such Seller's right, title and
interest in, to and under, and all
obligations under or relating to, the
Assigned Contracts and (b) Purchaser does
hereby assume and agrees to pay, defend,
discharge and perform as and when due
all Liabilities and obligations to perform
arising under or relating to each of
the Assigned Contracts, except Liabilities,
even if arising post-Closing, for
performance under the Assigned Contracts
prior to Closing.
2.
Assumption of Assumed Liabilities. Upon the terms and subject to
the
condition set forth in the Asset Purchase
Agreement, Purchaser does hereby
assume, and from and after the Closing
shall be obligated to pay, perform and
discharge when due the Assumed Liabilities.
Purchaser assumes no Excluded
Liabilities, and the parties hereto agree
that all such Excluded Liabilities
shall remain the sole responsibility of
Sellers.
Assignment and Assumption Agreement (US)
1
<PAGE>
3.
Relationship to Asset Purchase Agreement. Sellers make no express
or
implied representations or warranties in
this Agreement of any kind whatsoever
with respect to the Assigned Contracts.
This Agreement in no way defeats,
limits, alters, impairs, enhances or
enlarges any right, obligation, claim or
remedy under the Asset Purchase Agreement,
including any rights the Parties may
have under the representations, warranties
and indemnities set forth therein. If
any provision of this Agreement is
construed to conflict with a provision of the
Asset Purchase Agreement, the provision in
the Asset Purchase Agreement shall be
deemed controlling.
4.
Governing Law; Waiver of Jury Trial. This Agreement shall be
governed
by, and interpreted in accordance with, the
laws of the State of New York
applicable to contracts made and to be
performed entirely within that State,
without reference to its conflict of laws
rules. Each of the Sellers and
Purchaser irrevocably consents to the
service of process in any action or
proceeding hereunder by the mailing of
copies thereof by registered or certified
airmail, postage prepaid, to the address
specified in Section 15.4 of the Asset
Purchase Agreement. The foregoing shall not
limit the rights of any Party to
serve process in any other manner permitted
by applicable law or regulation or
to obtain execution of judgment in any
other jurisdiction.
5. Binding
Effect; Assignment: No Third Party Beneficiary. Except as
otherwise expressly provided herein, the
provisions hereof shall inure to the
benefit of, and be binding upon, each of
the Sellers and Purchaser and its
respective successors and assigns. Neither
this Agreement nor any rights
hereunder shall be assignable by any Party
without the prior written consent of
the other Party. This Agreement is for the
sole benefit of the Parties and their
respective successors and permitted assigns
and nothing herein, express or
implied, is intended or shall confer upon
any other person or entity any legal
or equitable right, benefit or remedy of
any nature whatsoever under or by
reason of this Agreement.
6.
Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed
to constitute an original, but all
of which together shall constitute one and
the same document.
[Remainder of Page Intentionally Left Blank]
Assignment and Assumption Agreement (US)
2
<PAGE>
IN WITNESS
WHEREOF, the Parties have caused this Assignment and Assumption
Agreement to be executed as of the date
first written above by their respective
officers thereunto duly authorized.
SELLERS:
Verso Technologies, Inc.
MCK Communications, Inc. (NV)
By: /s/ Juliet M. Reising
By: /s/ Juliet M. Reising
--------------------------------
------------------------------
Name: Juliet M. Reising
Name: Juliet M.
Reising
------------------------------
----------------------------
Title: Executive Vice President
Title: Vice
President
and Chief Financial Officer
---------------------------
-----------------------------
MCK Communications, Inc. (DE)
MCK Telecommunications Inc.
By: /s/ Juliet M. Reising
By: /s/ Juliet M. Reising
--------------------------------
------------------------------
Name: Juliet M. Reising
Name: Juliet M.
Reising
------------------------------
----------------------------
Title: Vice President
Title: President
-----------------------------
---------------------------
Digital Techniques, Inc.
By: /s/ Juliet M. Reising
--------------------------------
Name: Juliet M. Reising
------------------------------
Title: Vice President
-----------------------------
PURCHASER:
Citel Technologies, Inc.
By: /s/ Nicholas G. Gretton
--------------------------------
Name: Nicholas G. Gretton
------------------------------
Title: Chief Executive Officer,
President and Secretary
-----------------------------
Assignment and Assumption Agreement (US)
3
<PAGE>
ANNEX A
ASSIGNED CONTRACTS
SCHEDULE 2.1(j): CONTRACTS - The Assigned
Contracts are those identified with an
X in the Purchased Asset column.
ACTIVE (NON-DTI)
<TABLE>
<CAPTION>
ACCOUNT
MCK
TYPE
NUMBER
PARTY
COUNTERPARTY
----
------
-----
------------
<S>
<C>
<C>
<C>
Development/manufacturing
MCK-NV
ABS Business Systems (Alcatel)
OEM
ALC003
MCK-?
Alcatel Business Systems
Distributor
ANI006
MCK-NV
Anixter Canada
Distributor
ANI010
MCK-NV
Anixter Europe Holdings B.V.
Reseller
BCS001
MCK-NE
BellSouth Communication Systems, LLC
Value Add Distributor
MCK-DE
Dacon Electronics Plc
Distributor
MCK-NV
Dacon Electronics Plc
OEM
MCK-NV
Dictaphone Corporation
Value Add Distributor
DIG013
MCK-DE
Digital Techniques (Asia) Limited
OEM
MCK-DE
Ericsson Business Networks AB
Distributor
GBH002
MCK-DE
GBH Distributing, Inc.
Value Add Distributor
IME001
MCK-DE
Imeco Telecom Inc.
Distributor
MCK-DE
Iwatsu America, Inc.
Distributor
NEC001
MCK-DE
NEC America, Inc.
Distributor
MCK-NV
NEC America, Inc.
Product Development
MCK-NV
NEC Corporation and NEC America, Inc.
<CAPTION>
AGREEMENT
PURCHASED
EXCLUDED
CONSENT
ACCOUNT
DATE
ASSET
ASSET
REQUIRED
TYPE
NUMBER
MM/DD/YY
SCHEDULE 2.1(j)
SCHEDULE 2.2
SCHEDULE 5.3
----
------
--------
---------------
------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
Development/manufacturing
04/27/99
X
Yes
OEM
ALC003
11/14/00
X
Yes
Distributor
ANI006
06/10/99
X
No
Distributor
ANI010
06/3/01,05/12/04
X
No
amendment
Reseller
BCS001
09/11/98
X
Yes
Value Add Distributor
03/05/02
X
No
Distributor
01/14/99
X
No
OEM
03/03/98
X
Yes
Value Add Distributor
DIG013
07/02/02
X
No
OEM
08/01/00
X
No
Distributor
GBH002
10/26/01
X
No
Value Add Distributor
IME001
07/31/02
X
No
Distributor
07/31/00
X
Yes
Distributor
NEC001
01/25/00
X
Yes
Distributor
01/22/99
X
Yes
Product Development
01/31/97 See
note below*
See note below*
Yes
</TABLE>
Assignment and
Assumption Agreement (US)
4
<PAGE>
<TABLE>
<CAPTION>
ACCOUNT
MCK
TYPE
NUMBER
PARTY
COUNTERPARTY
----
------
-----
------------
<S>
<C>
<C>
<C>
OEM
MCK-DE
Nitsuko America
Distributor
SPR005
MCK-NV
North Supply Company (Sprint)
Manufacturer
MCK- ?
OEM Worldwide LLC
Distributor
MCK-DE
Optus, Inc.
Distributor
PAN002 Verso
Panasonic Communications Company (UK) Ltd. and Panasonic
Business Systems
Distributor
Verso
Panasonic Communications Company (UK) Ltd. and Panasonic
Marketing Europe GmbH
OEM
POS002
MCK-DE
Positron Public Safety Systems, Inc.
Distributor
SBC002
MCK-DE
SBC Services, Inc.
Distribution
CAT005
MCK-?
ScanSource, Inc. d/b/a Catalyst Telecom
Distributor
TEL119
MCK-DE
TeleCorp, Inc.
Value Add Distributor
TEL122
MCK-DE
Teleswitch Communications, Inc.
Distributor
TOS001
MCK-DE
Toshiba America Information Systems, Inc.
Distributor
VER012
MCK-?
Verizon Network
Integration Corp.
Master Support Agreement
MCK- ?
Vital Network Services, L.L.C.
Distributor
VOD002
MCK-DE
Voda One Corp.(nka Westcon Group Inc.)
Distributor
WHI003
MCK-DE
White Radio, a division of Cygnal Technologies Ltd.
Value Add Distributor
WIL012
MCK-DE
Williams Telecommunications Systems
<CAPTION>
AGREEMENT
PURCHASED
EXCLUDED
CONSENT
ACCOUNT
DATE
ASSET
ASSET
REQUIRED
TYPE
NUMBER
MM/DD/YY
SCHEDULE 2.1(j) SCHEDULE
2.2
SCHEDULE 5.3
----
------
--------
---------------
------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
OEM
07/26/00
See note below* See note
below*
Yes
Distributor
SPR005
02/01/99
X
Yes
Manufacturer
08/29/03
X
No
Distributor
02/01/02
X
No
Distributor
PAN002
04/15/04
X
Yes
Distributor
04/15/04
X
Yes
OEM
POS002
01/31/01
X
Positron has termination
right
Distributor
SBC002
08/10/01
X
Yes
Distribution
CAT005
12/10/99
X
Yes
Distributor
TEL119
12/03/03
X
No
Value Add Distributor
TEL122
10/26/02
X
No
Distributor
TOS001
04/17/00
X
Yes
Distributor
VER012
03/11/02
X
Yes
Master Support Agreement
No date
X
No
Distributor
VOD002
01/22/01
X
Yes
Distributor
WHI003
07/30/01
X
No
Value Add Distributor WIL012
04/14/03
X
No
</TABLE>
Assignment and Assumption Agreement (US)
5
<PAGE>
INACTIVE (NON-DTI)
<TABLE>
<CAPTION>
CONSENT
ACCOUNT MCK
AGREEMENT DATE PURCHASED ASSET
EXCLUDED
ASSET
REQUIRED
TYPE
NUMBER PARTY
COUNTERPARTY
MM/DD/YY
SCHEDULE 2.1(J) SCHEDULE 2.2
SCHEDULE
5.3
----
------ -----
------------
--------
--------------- ------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Distributor NOR014 MCK-CA
Northern
Telecom Limited
07/17/95 See
note below*
See note below*
Yes
</TABLE>
REAL ESTATE LEASES
<TABLE>
<CAPTION>
PURCHASED
EXCLUDED
CONSENT
MCK
ASSET
ASSET
REQUIRED
AGREEMENT
ADDRESS
PARTY COUNTERPARTY
DATE
SCHEDULE
2.1(J)
SCHEDULE 2.2 SCHEDULE 5.3
---------
-------
----- ------------
----
--------------- ------------
------------
<S>
<C>
<C>
<C>
<C> <C>
<C>
<C>
Phone switch letter 117 Kendrick Street
MCK-DE
Upromise,
Inc.
X
?
agreement
</TABLE>
DTI ACTIVE DISTRIBUTION AGREEMENTS (*
SIGNIFIES NON-STANDARD AGREEMENT)
<TABLE>
<CAPTION>
PURCHASED
EXCLUDED
CONSENT
ACCOUNT AGREEMENT
ASSET
ASSET
REQUIRED
COUNTERPARTY
NUMBER DATE
MM/DD/YY
SCHEDULE 2.1(j) SCHEDULE 2.2
SCHEDULE
5.3
------------
------
-------------
--------------- ------------
------------
<S>
<C>
<C>
<C>
<C>
<C>
BellSouth Services Incorporated
05/01/94
X
Yes
Canadian Communications Products, Inc.
07/12/93
X
Yes
Collins Communications Systems Co
