ContractOpenwave Systems Inc • July 3rd, 2008 • Services-prepackaged software
On June 27, 2008 Openwave Systems Inc. (the “Company”) sold its operations related to its client product line, which consists primarily of browser and messaging technologies for mobile phones (“Client operations”) to Purple Labs (the “Purchaser”), a private company based in Chambéry, France. The terms of the agreement include initial consideration of $20.0 million in cash received by the Company on June 27, 2008 and a note receivable of $5.8 million due by July 7, 2008. Additionally, $4.2 million will be placed in escrow by the Purchaser for a period of one year to secure indemnification claims made by the Purchaser, if any. The terms also include an additional $2.0 million to be placed in escrow by the Purchaser and paid to the Company if certain conditions are met, and warrants to purchase 2% of Purple Labs common stock. The Company will provide transition services to the Purchaser for up to six months, and will bear the first $2.0 million of such expenses.
ASSET PURCHASE AGREEMENT between Purple Labs S.A., a French corporation and Openwave Systems Inc., a Delaware corporation Dated as of June 27, 2008Asset Purchase Agreement • July 3rd, 2008 • Openwave Systems Inc • Services-prepackaged software • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, by and between Purple Labs S.A., a French corporation (the “Purchaser”), and Openwave Systems Inc., a Delaware corporation (the “Seller”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
