ASSET PURCHASE AGREEMENT by and between ASURE SOFTWARE, INC. and ROOMTAG, LLC Dated as of August 8, 2014Asset Purchase Agreement • August 11th, 2014 • Asure Software Inc • Services-computer integrated systems design • Delaware
TABLE OF CONTENTS Page SECTION 1. SALE AND PURCHASE OF ASSETS AND CLOSING 1 1.1. Sale and Purchase. 1 1.2. Excluded Assets. 3 1.3. Purchase Price. 3 1.4. Allocation of Purchase Price. 3 1.5. Purchase Price Adjustment. 4 1.6. Assumption of Seller Liabilities. 4 1.7. Excluded Liabilities. 4 1.8. Closing. 5 SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER 6 2.1. Organization and Qualification. 6 2.2. Authority. 6 2.3. No Conflicts; Consents. 6 2.4. Financial Statements. 7 2.5. Undisclosed Liabilities. 7 2.6. Customer Accounts and Billings. 7 2.7. Title to Purchased Assets. 7 2.8. Material Contracts. 7 2.9. Intellectual Property. 8 2.10. Employees. 10 2.11. Service Warranties. 11 2.12. Litigation. 11 2.13. Customers and Suppliers. 12 2.14. Taxes. 12 2.15. Absence of Certain Changes. 13 2.16. Compliance with Laws. 14 2.17. Employee Benefit Plans. 14 2.18. Insurance. 14 2.19. Finders’ Fees. 14 2.20. Data Privacy. 14 2.21. Completeness. 14 SECTION 3. REPRESENTATIONS AND WARRANTIES OF PURCH
SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • August 11th, 2014 • Asure Software Inc • Services-computer integrated systems design • Maryland
This Note has been executed and delivered by the Maker pursuant to the terms of an Asset Purchase Agreement, dated as of August 8, 2014, by and between the Maker and the Payee (the “Purchase Agreement”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement.
