CONFORMED COPIES

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

By and Among

NUI CORPORATION,

NUI TELECOM, INC.,

NORCOM ACQUISITION, L.L.C.,

NORCOM, INC.

And

STOCKHOLDERS OF  NORCOM, INC.  NAMED HEREIN

Dated as of March 1, 2002

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of March 1, 2002, by and among NUI Corporation, a New Jersey corporation ("NUI"), Norcom Acquisition, LLC, a New Jersey limited liability company (the "Buyer"), NUI Telecom, Inc., a New Jersey corporation ("NUI Telecom") and first tier subsidiary of NUI Capital Corp. ("NUI Capital"), Norcom, Inc., a Florida corporation (the Seller") and the stockholders of the Seller named herein (the "Stockholders").

WHEREAS, the Seller is in the business of providing local, long distance and data telecommunications services to its Customers (the "Business");

WHEREAS, the Seller wishes to transfer its Business and substantially all of its assets to Buyer and Buyer wishes to acquire the business and substantially all the assets of Seller on the terms and conditions set out herein in exchange for shares of common stock of NUI in a transaction (the "Transaction") which the Seller intends to qualify as a "reorganization" (a "C Reorganization") within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), with NUI Capital as the acquiring corporation under that section, it being contemplated and agreed by Seller, NUI, NUI Telecom and Buyer that Seller will, as soon as practical, thereafter, and as an integral part of the transaction, distribute the shares of NUI to the Stockholders in complete liquidation of Seller and dissolve;

WHEREAS, immediately following the acquisition by Buyer, consistent with Code Section 368(a)(2)(C), for federal income tax purposes, NUI Capital will transfer the acquired assets of the Seller to NUI Telecom, effected by having the Buyer merge with and into NUI Telecom with NUI Telecom surviving; and

WHEREAS, NUI, NUI Telecom, Seller and Buyer desire to make certain representations, warranties and covenants in connection with the transaction.  Terms used in this Agreement shall have the meanings assigned such terms in Article XIII of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

PURCHASE OF ASSETS

            1.1            Purchase of Assets.  Subject to the terms and conditions set forth in this Agreement, the Seller shall convey, transfer, assign and deliver to the Buyer, and the Buyer shall acquire and assume from the Seller, all of the Seller's right, title and interest in and to, and obligations under, the following of its assets used in or held for use by the Business (other than the Excluded Assets) as the same exist as of the applicable Closing Date, whether tangible or intangible and whenever and wherever located (the "Assets"):

(a)            All accounts receivable and other rights to receive payments from any Customer of Seller arising from services performed by Seller on or after the date of this Agreement (the "Accounts Receivable");

(b)            All rights, title and interest to all Customers of the Seller;

(c)            All patents, trademarks, service marks, trade names and trade styles (including without limitation the name "Norcom" and "Norwegian Communications" (and all variations thereof)), all logos, drawings, technical data, product specifications, computer software, source codes, object codes, computer files, programs, blueprints, know-how, trade secrets and other proprietary rights and all goodwill associated therewith;

(d)            All authorizations, permits, franchises and licenses related to the Business;

(e)            All causes of action, chooses in action, rights of recovery and rights of set-off or offset of every kind and nature related to the Assets;

(f)            All goodwill and all other intangible property related to the Business;

(g)            Certain contracts of the Seller relating to the supply of telecommunications services of the Business by third party carriers on a wholesale basis and identified on Schedule 1.1(g) (the "Assigned Wholesale Contracts"), excluding specifically and without limitation, the Wholesale Services Agreement between CRG International, Inc. d.b.a. Network One (currently managed by One Star Long Distance, Inc., Network One together with One Star being referred to in this Agreement as "Network One/One Star") and the Seller, as amended, (the "Network One Contract") which shall not be assigned by Seller or assumed by Buyer;

(h)            All contracts, licenses, software or other systems of the Seller relating to billing or collection of revenues of the Business;

(i)            All marketing plans, marketing manuals, sales materials, promotional materials, catalogues and advertising and marketing literature and materials related to the Business;

(j)            All business records and files, including without limitation customer lists and other identifications of former, existing and potential Customers and suppliers, mailing lists, sales information, Customer and supplier records, cost and pricing information, billing records, employment and personnel records and other records (including without limitation those maintained in computer tapes, disks or other computer retrievable formats), in each case as related to the Assets or the Business, whether maintained by such Seller or by others for such Seller, and the telephone numbers of such Seller used in the Business and bank accounts and post office boxes at which such Seller receives correspondence or remittances from Customers; and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC