0001259943-06-000008 Sample Contracts

ASSET PURCHASE AND SALE AGREEMENT AMONG SYS AND cVIDEO, INC. AND CERTAIN OF THE STOCKHOLDERS OF cVIDEO, INC. November 10, 2005

Asset Purchase Agreement • February 14th, 2006 • Sys • Services-prepackaged software • California

• Contract Type
  Asset Purchase Agreement
• Filed
  February 14th, 2006
• Company
  Sys
• Industry
  Services-prepackaged software
• Jurisdiction
  California

This Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into as of November 10, 2005 by and among SYS, a California corporation (“Buyer” or “SYS”); cVideo, Inc., a Delaware corporation (“Seller” or “cVideo);” and Alfonso Tumini (“Tumini”), Nelson Faller, individually and as Trustee of the Faller Family Trust (“Faller”), Richard Sulpizio, individually and as Trustee of the Sulpizio Family Trust (“Sulpizio”), and Cubic Corporation, a Delaware corporation (“Cubic”), each of whom is a stockholder of cVideo, with regard to the acquisition by SYS of all of the assets and specified liabilities of cVideo, Inc. Such stockholders are referred to individually herein as a “Stockholder,”“Shareholder” or “cVideo Stockholder” and, collectively, as the “Stockholders,”“Shareholders” or “cVideo Stockholders.” cVideo and the Stockholders are sometimes collectively referred to herein as “the Seller Parties.”

AGREEMENT AND PLAN OF MERGER AMONG SYS, SHADOW II, INC. A WHOLLY-OWNED SUBSIDIARY OF SYS, LOGIC INNOVATIONS, INC. AND THE STOCKHOLDERS OF LOGIC INNOVATIONS, INC. NOVEMBER 7, 2005

Merger Agreement • February 14th, 2006 • Sys • Services-prepackaged software • California

• Contract Type
  Merger Agreement
• Filed
  February 14th, 2006
• Company
  Sys
• Industry
  Services-prepackaged software
• Jurisdiction
  California

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 7, 2005 by and among SYS, a California corporation (“Buyer” or “SYS”); Shadow II, Inc., a California corporation and a wholly-owned subsidiary of SYS (“Subcorp”), Logic Innovations, Inc., a California corporation (“Logic”), and the following persons, who constitute all of the shareholders of Logic and are referred to collectively herein as the “Stockholders,” the “Shareholders,” or the “Logic Stockholders,” and individually as “Stockholder,”“Shareholder,” or “Logic Stockholder:” Charles P. Mrdjenovich and Jamie L. Curtis, joint tenants and residents of the State of California; Theo H. Aukerman and Charlene A. Aukerman, joint tenants and residents of the State of California; Phillip A. England and Lisa K. England, joint tenants and residents of the State of California; Rebecca Blankinship, an individual and resident in the State of California; Michael Gehlen and Dwityani S. Gehlen, joint tenants