ASSET PURCHASE AGREEMENT by and among: LPI Media Inc., SpecPub, Inc. and Triangle Marketing Services, Inc. each, a Delaware corporation; PlanetOut Inc. a Delaware corporation; and Vulcan Acquisition Corp. and SpecPub Acquisition Corp., each, a...Asset Purchase Agreement • November 14th, 2005 • Planetout Inc • Services-business services, nec • California
This Asset Purchase Agreement is entered into as of November 8, 2005, by and among: LPI Media Inc. (“LPI”) and SpecPub, Inc. (“SP”), each a Delaware corporation; Triangle Marketing Services, Inc. (“TMS”), a Delaware corporation and wholly owned subsidiary of LPI (collectively with LPI and SP, the “Seller Group” and each a “Seller Group Entity”); PlanetOut Inc. (“Parent”), a Delaware corporation; and Vulcan Acquisition Corp. (“LPI Acquisition Sub”) and SpecPub Acquisition Corp. (“SP Acquisition Sub”), each, a Delaware corporation and a wholly owned subsidiary of Parent (collectively with Parent, the “Buyer Group” and each a “Buyer Group Entity”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
