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EXHIBIT 10.10
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of January 3,
2000 by and among Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxxxx Xxxxxxxxx
("Borgonovo") ("Sellers") and Peachtree FiberOptics, Inc., a Delaware
corporation ("Purchaser").
ARTICLE 1.
PURCHASE AND SALE OF ASSETS
SECTION 1.1 PURCHASE AND SALE. On the Closing Date (as hereinafter
defined), Sellers shall sell, convey, transfer, assign and deliver to Purchaser,
by appropriate instruments in a form satisfactory to Purchaser, and Purchaser
shall purchase and accept, for the consideration hereinafter provided, the
assets listed on Exhibit A attached hereto.
SECTION 1.2 PURCHASE PRICE.
(a) The aggregate purchase price (the "Purchase Price") of the
Assets shall be:
Each Seller will be issued a warrant (collectively, the
"Warrant") with each Warrant giving the holder the right to purchase 95,000
shares of Purchaser's common stock, exercisable for a period of five years
following the Closing Date (defined below) at an exercise price of $2.50 per
share, pursuant to the form of Warrant Certificate attached hereto as Exhibit B.
ARTICLE 2.
CLOSING
SECTION 2.1 THE CLOSING. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place on January 3,
2000 at the offices of Cohen, Berke, Xxxxxxxxx, Xxxxxx & Kondell, P.A., 0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000 with the execution of
this Agreement. The date of the Closing shall be referred to as the "Closing
Date".
SECTION 2.2 DELIVERIES AT CLOSING. At the Closing:
(b) There shall be delivered to the Sellers;
(i) The Warrants.
(c) There shall be delivered to Purchaser:
(i) The Xxxx of Sale and General Assignment
Agreement in the form attached hereto as Exhibits C and D, respectively.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Sellers represent and warrant to Purchaser as follows:
SECTION 3.1 NO CONFLICTS, CONSENTS. The execution, delivery and
performance by the Sellers of this Agreement will not violate, conflict with or
result in a breach or default under (after the giving of notice or the passage
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of time or both), or permit the termination of, any contract to which either of
them is a party or by which it or any of the Assets may be bound or subject, or
result in the creation of any lien upon any of the Assets.
SECTION 3.2 TITLE. Sellers have good and marketable title to all of
the Assets, free and clear of all liens. The Assets are in good condition and
repair (subject to normal wear and tear).
SECTION 3.3 CONTRACTS.
(a) True and complete copies of all contracts constituting
part of the Assets have been delivered to Purchaser.
(b) All such contracts are valid, existing, in full force and
effect and, to the knowledge of the Sellers, the other parties thereto in
accordance with their terms.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser makes the following representations and warranties to the
Sellers:
SECTION 4.1 ORGANIZATION AND GOOD STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida and is duly qualified to do business in all states where its
activities make such qualification necessary.
SECTION 4.2 AUTHORITY. Purchaser has full power and has taken all
corporate action necessary to execute, deliver and perform this Agreement and to
carry out the transactions contemplated hereby. The execution, delivery and
performance of the obligations of Purchaser under this Agreement has been, or
will be on the Closing Date, duly and effectively authorized by Purchaser's
Board of Directors and no further corporate authority therefor or approval
thereof is required by law.
SECTION 4.3 CONFLICTS. The execution, delivery and performance of this
Agreement shall not conflict with or result in the breach or violation of the
Purchaser's Articles of Incorporation, By-Laws or any contract, agreement,
lease, commitment, license, permit, authorization or concession to which it is a
party or by which it is bound, or any statute, rule, regulation, ordinance,
code, order, judgment, writ, injunction, decree or award of any court or
administrative or governmental body, or constitute an event which with notice,
lapse of time, or both, would result in any such breach, or violation and which
would have a material adverse effect on the Purchaser.
ARTICLE 5.
MISCELLANEOUS PROVISIONS
SECTION 5.1 NO ASSIGNMENT. This Agreement may not be assigned by either
party without the prior written consent of the other party.
SECTION 5.2 GOVERNING LAW. This Agreement is deemed to have been made
in the State of Florida and its interpretations, its construction and the
remedies for its enforcement or breach are to be applied pursuant to, and in
accordance with, the laws of the State of Florida for contracts made and to be
performed in that State.
SECTION 5.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall be deemed one original.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first written above.
PURCHASER:
PEACHTREE FIBEROPTICS, INC., a Delaware
corporation
By: /S/ xxxxxxx Xxxxxxx
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Title: CEO
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SELLERS:
/s/ Xxxxxx Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxxxx Xxxxxxxxx
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