Preview | Asset Purchase Agreement |

TABLE OF CONTENTS


			Page
ARTICLE I ? PURCHASE AND SALE			1

1.1 Agreement to Sell			1
1.2 Agreement to Purchase			2
1.3 Purchase Price			3
1.4 Adjustments to Purchase Price			4
1.5 Assumption of Liabilities			5

ARTICLE II ? CLOSING			7

2.1 Closing			7
2.2 Items to be Delivered at Closing			7
2.3 Third-Party Consents			8
2.4 Power of Attorney			9
2.5 Further Assurances			9

ARTICLE III ? REPRESENTATIONS AND WARRANTIES OF SELLER			9

3.1 Corporate Existence			9
3.2 Corporate Power; Authorization; Enforceable Obligations			9
3.3 Relations with Customers and Suppliers			10
3.4 Noncontravention			10
3.5 No Third-Party Options			10
3.6 Financial Statements			10
3.7 Transactions with Affiliates			11
3.8 Absence of Undisclosed Liabilities			11
3.9 Tax and Other Returns and Reports			11
3.10 Books of Account			12
3.11 Existing Condition			12
3.12 Title to Properties			13
3.13 Condition of Assets			13
3.14 Compliance with Law; Authorizations			13
3.15 Litigation			13
3.16 Insurance			13
3.17 Contracts and Commitments			14
3.18 Inventory			15
3.19 Receivables			15
3.20 Personal Property			16
3.21 Other Intellectual Property Matters			16
3.22 Environmental Matters			20
3.23 Real Property			20
3.24 Product and Service Warranties			20
3.25 Suppliers			20
3.26 Availability of Documents			20
3.27 Restrictions			21
3.28 Ability to Pay Debts			21

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3.29 Brokers? Fees			21
3.30 Fair Value			21
3.31 Government Contracts			21
3.32 Export Controls			23
3.33 Disclosure			23

ARTICLE IV ? REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND STOCKHOLDERS			24

4.1 Names of Stockholders			24
4.2 Representations, Warranties and Covenants of the Seller and Stockholders			24

ARTICLE V ? REPRESENTATIONS, WARRANTIES AND COVENANTS OF NUMEREX			25

5.1 Corporate Power and Authorization			25
5.2 Noncontravention			25
5.3 Corporate Existence			25
5.4 Numerex Stock			25
5.5 Brokers? Fees			26
5.6 Future Sales of Numerex Stock			26

ARTICLE VIII ? TRANSFER AFTER THE CLOSING			26

6.1 Further Instruments and Actions			26

ARTICLE VII ? INDEMNIFICATION			26

7.1 Survival of Representations and Warranties			26
7.2 Indemnification by the Seller			26
7.3 Indemnification by the Buyer			27
7.4 Limitation on Indemnity			27
7.5 Exclusive Remedy			28
7.6 Mitigation			28
7.7 Notice of Claims			28
7.8 Offset Under Escrow Agreement			29
7.9 Survival			29

ARTICLE VIII ? POST CLOSING MATTERS			29

8.1 Discharge of Business Obligations			29
8.2 Maintenance of Books and Records			29

ARTICLE IX ? MISCELLANEOUS			30

9.1 Sales Taxes			30
9.2 Expenses			30
9.3 Contents of Agreement; Parties in Interest			30
9.4 Assignment and Binding Effect			30
9.5 Amendments and Waivers			30
9.6 Notices			30
9.7 Governing Law; Consent to Jurisdiction			31
9.8 Benefit to Others			32
9.9 Headings, Gender and Person			32
9.10 Schedules and Exhibits			32

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Exhibits
Exhibit A		Escrow Agreement
Exhibit B		Performance Objectives (Earnout Matrix)
Exhibit B1		Acceleration Provision
Exhibit C		Bill of Sale, Assignment and Assumption Agreement
Exhibit D		Severance Agreements
Exhibit D1		Confidentiality Agreements
Exhibit E		Form of Bozeman Lease
Exhibit F		Form of Seller Counsel Opinion
Exhibit G		Form of Buyer Counsel Opinion
Exhibit H		Piggyback Registration Rights Agreement
Exhibit I		Guaranty

Schedules
Schedule 1.1(a)		Included Assets
Schedule 1.1(b)		Excluded Assets
Schedule 1.3(a)(iii)		Payment Circumstances
Schedule 1.4

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