Preview | Asset Transfer Agreement |

TABLE OF CONTENTS


	Page
ARTICLE I TRANSFER		1

1.1 Agreement to Transfer		1
1.2 Agreement to Transfer		2
1.3 Acquisition Price		3
1.4 Adjustments to Transfer 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		9
2.4 Power of Attorney		9
2.5 Further Assurances		9

ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRANSFEROR		10

3.1 Corporate Existence		10
3.2 Corporate Power; Authorization; Enforceable Obligations		10
3.3 Relations with Customers and Suppliers		10
3.4 Noncontravention		10
3.5 No Third-Party Options		11
3.6 Financial Statements		11
3.7 Transactions with Affiliates		11
3.8 Absence of Undisclosed Liabilities		12
3.9 Tax and Other Returns and Reports		12
3.10 Books of Account		13
3.11 Existing Condition		13
3.12 Title to Properties		14
3.13 Condition of Assets		14
3.14 Compliance with Law; Authorizations		14
3.15 Litigation		14
3.16 Insurance		15
3.17 Contracts and Commitments		15
3.18 Inventory		16
3.19 Receivables		16
3.20 Personal Property		17
3.21 Contractual or Other Intellectual Property Matters		17
3.22 Environmental Matters		17
3.23 Real Property		17
3.24 Product and Service Warranties		17
3.25 Suppliers		18
3.26 Availability of Documents		18
3.27 Ability to Pay Debts		18

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3.28 Brokers Fees		18
3.29 Conveyance of Assets		18
3.30 Fair Value		18
3.31 Disclosure		18

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ACQUIROR		18

4.1 Corporate Existence		19
4.2 Corporate Power and Authorization		19
4.3 Noncontravention		19
4.4 Brokers Fees		19

ARTICLE V REPRESENTATIONS AND WARRANTIES OF NUMEREX		19

5.1 Corporate Existence		19
5.2 Corporate Power and Authorization		20
5.3 Noncontravention		20
5.4 Numerex Stock		20
5.4 Rule 144 Eligibility		20

ARTICLE VI COVENANTS OF TRANSFEROR AND LANG		20

ARTICLE VII TRANSFER AFTER THE CLOSING		21

7.1 Further Instruments and Actions		21

ARTICLE VIII INDEMNIFICATION		21

8.1 Survival of Representations and Warranties		21
8.2 Indemnification by the Transferor		21
8.3 Indemnification by the Acquiror		22
8.4 Notice of Claims		22
8.5 Limitations on Indemnification		22

ARTICLE IX POST CLOSING MATTERS		23

9.1 Discharge of Business Obligations		23
9.2 Maintenance of Books and Records		23
9.3 Tax Treatment		24

ARTICLE X MISCELLANEOUS		24

10.1 Sales Taxes		24
10.2 Expenses		24
10.3 Contents of Agreement; Parties in Interest		24
10.4 Assignment and Binding Effect		24
10.5 Amendments and Waivers		24
10.6 Notices		24
10.7 Governing Law; Consent to Jurisdiction		25
10.8 Benefit to Others		26
10.9 Headings, Gender and Person		26
10.10 Schedules and Exhibits		26
10.11 Severability		26
10.12 Counterparts		26
10.13 Press Releases and Public Announcements		26

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Exhibit A		Escrow Agreement
Exhibit B*		Earn-Out
Exhibit C*		Bill of Sale, Assignment and Assumption Agreement
Exhibit D*		Severance Agreement
Exhibit E*		Intellectual Property, Confidentiality and Non-Competition Agreement
Exhibit F		Registration Rights Agreement


Disclosure Schedules*
Schedule 1.1(a)		Hardware and Software
Schedule 1.1(b)		Excluded Assets
Schedule 1.4(d)		Short and Long-Term Debt
Schedule 1.4(e)		Adjusted Net Worth Calculation
Schedule 1.4(g)		Purchase Price Allocation
Schedule 1.5		Assumed Liabilities
Schedule 3.1		Jurisdictions
Schedule 3.3		Disclosure Regarding Relations with Customers and Suppliers
Schedule 3.4		Required Consents

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