Preview | Asset Purchase Agreement |

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 12^th day of September, 2005 (the “Closing Date”) by and among TURBOCHEF TECHNOLOGIES, INC., a Delaware corporation (“Buyer”), GLOBAL APPLIANCE TECHNOLOGIES, INC., a Delaware corporation (“Seller”), and the stockholders of Seller whose names are set forth under the heading “Stockholders” on the signature pages hereto (the “Stockholders”).

WHEREAS, Seller is engaged in the business of inventing, researching, designing, developing, licensing, marketing and selling various heat transfer technologies, cooking methods, products and services for use by manufacturers of commercial and residential foodservice equipment (collectively, the “Business”);

“Acquisition Shares” means 60,838 shares of common stock, par value $.01 per share, of Buyer (such number of shares of common stock being equal to (a) the Acquisition Share Amount divided by (b) the Share Determination Price (rounded up to the nearest whole number).

“Affiliate” means, as to any specified Person, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by, or is under common control with the specified Person. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities of that Person, by contract, or otherwise).

“Contract” means any contract, license agreement, lease, lease option, commitment, purchase order, equipment lease, mortgage, note, bond or other agreement relating to the Business including, without limitation, any agreements for the purchase of goods, agreements with suppliers, security agreements, joint venture, partnership or similar agreements, advertising agreements, franchise agreements and broker or distributorship agreements.

“Duke Agreements” means: (a) that certain License Agreement, dated September 15, 2004, as amended, between Seller and Duke; (b) that certain Technical Services Agreement, dated September 15, 2004, as amended, between Seller and Duke; and (c) that certain Settlement Agreement and Mutual General Release, effective as of September 15, 2004, between Seller and Duke.

“Encumbrance” means any mortgage, deed of trust, title defect or restriction, lien or objection, pledge, security interest, hypothecation, restriction, covenant, transfer restriction, right of first refusal, adverse claim, conditional sales contract, easement, right-of-way, encumbrance, claim or charge of any kind or nature whatsoever.

“ERISA Affiliate Plan” means each “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and each “multiemployer plan” within the meaning of Section 3(37) of ERISA sponsored or maintained or required to be sponsored or maintained at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions at any time.

“Governmental Authority” means the government of the United States, any state or political subdivision thereof, or any foreign government, or any entity exercising executive, representative, judicial, regulatory or administrative functions of or pertaining to government.

“Intellectual Property” means all United States and non-United States: (a) patents and patent applications, whether or not patents are issued on such patent applications and whether or not such patents or applications are modified, withdrawn or resubmitted; (b) registered and unregistered trade names, trade dress, trademarks, service marks and service names (and all applications for registration of the same) and all goodwill associated therewith; (c) designs and design rights, whether or not such designs or design rights are the subject of any patents or patent or other applications for registration; (d) copyrights and copyright registrations (and all applications for registration of the same) and works of authorship (whether or not copyrighted or copyrightable); (e) trade secrets, know-how, formulae, patterns,

compilations, devices, methods, techniques or processes, and confidential or proprietary information; (f) inventions, processes and designs (whether or not patentable or reduced to practice); (g) any software owned by or licensed to Seller; (h) domain names or uniform resource locators used in connection with any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof, and including all goodwill associated therewith, all applications, registrations and renewals in connection therewith, and all source code, object code, data and documentation relating thereto; and (i) all other intellectual property rights and assets.

“Law” means any federal, state, local or other law, statute, ordinance, regulation, rule, order, judgment, consent decree, permit, settlement agreement, judicial or administrative decision or injunction applicable to or binding on Buyer, Seller, the Business, or any of the Acquired Assets.

“Losses” means all liabilities, equitable remedies, losses, costs, fines, damages of any nature, judgments, penalties, diminution of value, or expenses (including, without limitation, reasonable attorneys’ fees and costs of litigation).

“Material Adverse Effect” means: (a) with respect to Seller any state of facts, change, event, development, effect or occurrence (when taken together with all other states of fact, changes, events, effects, developments or occurrences) that is or is reasonably expected to be materially adverse to the condition (financial or otherwise), operations, properties, assets (tangible or intangible, including Intellectual Property), or liabilities (accrued, contingent or otherwise) of Seller, the Business or the Acquired Assets, taken as a whole, including, but not limited to, the ability to use, own, market, sell or commercialize any existing patents, patents resulting from existing patent applications, or other Intellectual Property of Seller; and (b) with respect to a Person, any state of facts, change, event or occurrence that shall have occurred or been threatened that (when taken together with all other states of facts, changes, events, effects or occurrences that have occurred or been threatened) is or would be reasonably likely to prevent or materially delay performance of such Person to this Agreement or the transactions contemplated hereby.

“Permitted Encumbrances” means: (a) liens for taxes not yet due and payable; (b) statutory liens of landlords; (c) liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course of business consistent with past practice and not yet delinquent; and (d) the security interests or other encumbrances described on Schedule 1.1(a).

“Pro Rata Share” means, for a Stockholder, the fraction, expressed as a percentage, the numerator of which is the number of shares of common stock of Seller owned by that Stockholder as of the time of Closing, and the denominator of which is the total number of shares of common stock of Seller outstanding as of the time of Closing, which is set forth on Schedule 4.3(a); provided, that for purposes of determining a Stockholder’s Pro Rata Share, all holders of preferred stock of Seller shall be treated as having converted all such shares into shares of common stock immediately prior to the time of Closing, and the Pro Rata Share of Southern California Gas Company shall be fourteen and one quarter percent (14.25%).

“Restrictive Covenant Amount” means the sum of Six Million and 00/100 Dollars ($6,000,000.00), to be paid in installments to McFadden and Bolton pursuant to the terms hereof and of the Restrictive Covenant Agreements to be entered into by Messrs. McFadden and Bolton.

“Seller Benefit Plan” means with respect to Seller each written or verbal plan, fund, program, Contract or scheme, in each case, that is currently or in the past was, sponsored or maintained or required to be sponsored or maintained by Seller or to which Seller makes or has in the past made, or has or has had in the past an obligation to make, contributions providing for employee benefits or for the remuneration, direct or indirect, of the employees, former employees, officers, contingent workers or leased employees of Seller or the dependents of any of them, including each written or verbal deferred compensation, bonus, incentive compensation, pension, retirement, stock purchase, stock option and other equity compensation plan, “welfare plan” (within the meaning of Section 3(1) of ERISA, determined without regard to whether such plan is subject to ERISA); each “pension plan” (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA); each severance plan or Contract; and each health, vacation, summer hours, supplemental unemployment benefit, hospitalization insurance, medical, dental, legal program, agreement or arrangement.

“Share Determination Price” means Sixteen and 44/100 Dollars ($16.44) (such amount being equal to the average of the per share closing price for Buyer’s common stock as quoted on NASDAQ (or such other exchange or automated quotation system on which Buyer’s common stock may at the time be listed or quoted, as applicable) for the 60-day period prior to the Closing Date).

“Taxes” means all federal, state, local or foreign income, gross receipts, windfall profits, severance, property, production, sales, use, license, excise, franchise, employment, premium, recording, documentary, documentary stamps, real estate transfer, transfer, back-up withholding or similar taxes imposed on the income, properties or operations of Seller, together with any interest, additions, or penalties with respect thereto and with respect to any information reporting requirements imposed by the Code or any similar provision of foreign, state or local law, together with any interest in respect of such additions or penalties.

“Tax Return” means all reports and returns with respect to Taxes that are required to be filed with any taxing authority or retained by Seller, including without limitation consolidated federal income tax returns of Seller that are includible therein.

“Transaction Documents” means this Agreement and the other written agreements, documents, instruments, and certificates executed pursuant to or in connection with this Agreement, all as amended, modified, or supplemented from time to time.

1.2 Other Definitions. In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement, and, whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires.

1.3 Captions. Captions to Articles, Sections (and subsections thereof), and Schedules and Exhibits to, this Agreement are included for convenience of reference only, and such captions shall not constitute a part of this Agreement for any other purpose or in any way affect the meaning or construction of any provision of this Agreement.

2.1 Acquired Assets. Subject to the terms and conditions set forth in this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Buyer, and Buyer hereby accepts, purchases, acquires and takes assignment and delivery of, free and clear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest in, to and under all of the assets of Seller used, or held for use, in the Business, wherever located, and whether or not reflected on the books of Seller, excepting only the Excluded Assets (collectively, the “Acquired Assets”), including, without limitation, all of Seller’s right, title and interest in and to the following:

(c)

all confidential information (including electronic information), operational data, marketing information, sales records, customer lists, customer files (including customer credit and collection information), historical and financial records and files relating to the Business (including, without limitation, all files, documents and correspondence relating to the Duke Agreements and Seller’s relationship with Duke);

(g)

all warranties, claims, causes of action, choses in action, covenants and other similar claims and interests, whether known or unknown, matured or unmatured, accrued or contingent, by Seller against third parties relating to the Acquired Assets;

(i)

all records and documents in any medium, including without limitation research files and computer files;

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