RECITALSLoan and Security Agreement • July 15th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
Exhibit 2.1 ------------------------------------------------------------------- ------------- ASSET PURCHASE AGREEMENT By and Between MCPc, INC. and MCSi, INC., Dated as of April 28, 2002 TABLE OF CONTENTSAsset Purchase Agreement • July 15th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 15th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
THIS NOTE IS SUBJECT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED, JUNE 28, 2002, AMONG MAKER, PAYEE AND AGENT, AND THE OBLIGATIONS HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS TO THE HOLDER OF SENIOR INDEBTEDNESS AS DEFINED THEREIN.
