Asset Purchase Agreement
Category: Asset Purchase
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into this 13th 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
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 Installment Date, such amount shall be due and payable Seller on August 10, 2008.
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