EXHIBIT 99.4
XXXX OF SALE (UK)
THIS XXXX OF SALE ("Xxxx of Sale"), dated as of January 21, 2005, is made
by Verso Technologies, Inc., a Minnesota corporation, MCK Communications, Inc.,
a Nevada corporation, MCK Communications, Inc., a Delaware corporation, MCK
Telecommunications Inc., a Yukon Territory corporation, and Digital Techniques,
Inc., a Texas corporation (collectively, "Sellers"), pursuant to the Asset
Purchase Agreement (as amended, supplemented or otherwise modified from time to
time in accordance with its terms) (the "Asset Purchase Agreement"), dated as of
January 21, 2005, by and among Sellers, Citel Technologies Limited, company
number 02459517, a corporation organized under the laws of England and Wales
("Purchaser"), Citel Technologies, Inc., a Delaware corporation, and MCK Canada
Operations Inc., a corporation organized under the laws of British Columbia.
Capitalized terms used herein but not defined herein shall have the meanings set
forth in the Asset Purchase Agreement.
1. Sale, Transfer, Assignment, Delivery and Conveyance. Upon the terms and
subject to the conditions of the Asset Purchase Agreement (which shall govern in
the event of a conflict between the terms hereof and those set forth in the
Asset Purchase Agreement), for value received, each Seller does hereby
absolutely, unconditionally and irrevocably sell, transfer, assign, deliver and
otherwise convey to Purchaser, all of such Sellers' right, title and interest
in, to and under, and all obligations under or relating to, the Assets
identified on Annex A hereto (the "Assets") (other than those Assets consisting
of the assigned Contracts, which are addressed by the Assignment and Assumption
Agreement, and other than the assigned Intellectual Property, which are
addressed by the Copyright Assignment, the Domain Name Assignment, the Patent
Assignment and the Trademark Assignment), free and clear of any Encumbrances
other than Permitted Encumbrances.
2. Power of Attorney. Each Seller hereby constitutes and appoints
Purchaser the true and lawful agent and attorney in fact of such Seller, with
full power of substitution and resubstitution, in whole or in part, in the name
and stead of such Seller but on behalf and for the benefit of Purchaser and its
successors and assigns, from time to time (a) to demand, receive and collect any
and all of the Accounts Receivable purchased by Purchaser pursuant to the Asset
Purchase Agreement and to give receipts and releases for and with respect to the
same, or any part thereof; and (b) to institute and prosecute, in the name of
such Seller or otherwise, any and all proceedings at law, in equity or
otherwise, that Purchaser or its successors and assigns may deem proper in order
to collect or reduce to possession any of the Accounts Receivable purchased by
Purchaser pursuant to the Asset Purchase Agreement.
3. Limitation of Representations. Sellers make no express or implied
representations or warranties in this Xxxx of Sale of any kind whatsoever with
respect to the Assets. This Xxxx of Sale in no way defeats, limits, alters,
impairs, enhances or enlarges any right, obligation, claim or remedy under the
Asset Purchase Agreement, including any rights the parties hereto may have under
the representations, warranties and indemnities set forth therein.
4. Counterparts. This Xxxx of Sale may be executed in two or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same document.
Xxxx of Sale (UK)
1
IN WITNESS WHEREOF, each Seller has caused this Xxxx of Sale to be duly executed
as of the date first written above by their respective officers thereunto duly
authorized.
SELLERS:
Verso Technologies, Inc. MCK Communications, Inc. (NV)
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------- ------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
------------------------------ -----------------------------
Title: Executive Vice President and Title: Vice President
Chief Financial Officer -----------------------------
-----------------------------
MCK Communications, Inc. (DE) MCK Telecommunications Inc.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Title: Vice President Title: President
--------------------------- ---------------------------
Digital Techniques, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: Vice President
---------------------------
Xxxx of Sale (UK)
2
ANNEX A
ASSETS
DESCRIPTION LOCATION
Current (1 year) SW builds of all M2 branches cgy01-fnp01/Departments/Engineering/QABuilds
All SW builds for Non M2 products cgy01-fnp01/Departments/Engineering/Software/Products
Version Software Control Repository cgy01-fnp01/Departments/Engineering/CVS
Firmware for all MCK Products cgy01-fnp01/Departments/Engineering/Hardware/fpga-pld
Firmware for all DTI Products ndm01-fnp01/Backup/DalNT/Engineering/Design
PCB fab information for all MCK products cgy01-fnp01/Departments/Engineering/Hardware/Projects
PCB fab information for all DTI products ndm01-fnp01/Backup/DalNT/Engineering/Design
Control Management application for
products/AVL/Documentation dB1Server
Defect description/resolution in ClearQuest cgy01-cqs02/DB
ISO 9001:2000 company Quality Management
System mcki
Design Milestone deliverables cgy01-fnp01/Departments/Projects/MCKgate/Products
User Documentation (MCK) cgy01-fnp01/Departments/Projects/User Documentation
User Documentation (DTI) Agile - dB1Server
Software Requirements and Use Case Analysis
(MCK) cgy01-fnp01/Departments/Engineering/Software/SDF
Software Design Documents (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
Hardware Design Documents (MCK) cgy01-fnp01/Departments/Engineering/Hardware/HW_Doc/HDD
Hardware Design Documents (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
Schematic and Component layouts (MCK) cgy01-fnp01/Departments/Engineering/Hardware/Projects
Xxxx of Sale (UK)
3
Schematic and Component layouts (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
EMI, EMC and Safety Reports (MCK and DTI) Calgary Office - File Cabinets
Back-up tapes of nightly changes and complete
weekly Calgary Office - IT File Cabinets
Back-up tapes of complete monthly Xxxx Xxxxxxx - Home
Xxxx of Sale (UK)
4
