EXHIBIT 10.3
ASSET PURCHASE AGREEMENT
------------------------
ASSET PURCHASE AGREEMENT, made this 18th day of February, 2005, by and among
Princeton Gamma-Tech Instruments, Inc., (the "Purchaser"), a corporation
organized and existing under the laws of the State of New Jersey, having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and
Princeton Gamma-Tech, Inc. ("PGT"), a corporation organized and existing under
the laws of the State of New Jersey having its principal place of business at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and Princeton Gamma-Tech (UK),
Ltd. ("PGT-UK"), a corporation organized and existing under the laws of the
United Kingdom, having its principal place of business at ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (PGT and PGT-UK being together referred to as
"Seller").
R E C I T A L S:
----------------
1. The Seller is engaged in the business (the "Business") of
manufacturing and selling microanalysis systems for X-ray and
gamma-ray spectroscopy.
2. The Seller wishes to sell to the Purchaser, and the Purchaser
wishes to purchase from the Seller, certain of the assets of
the Seller used in connection with the Business, subject to
the terms and conditions hereinafter set forth.
3. The Purchaser wishes to acquire the assets and further develop
the business and potentially restructure the different parts
of the business.
4. Capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in Schedule A annexed hereto and made
a part hereof.
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE OF ASSETS.
----------------------------
(a) Upon the terms and conditions set forth herein, and in
consideration of the payment to the Seller of the Purchase Price (as defined in
Article 2), the Seller shall sell to the Purchaser, and the Purchaser shall
purchase from the Seller the following assets of Business (the "Assets"):
(i) the Customer List relating to the Business;
(ii) all inventory and work in process of the
Business;
-1-
(iii) to the extent assignable by the Seller, the
contracts, licenses, leases, purchase orders and agreements related to the
Business set forth on SCHEDULE 1(a)(iii) hereto, as they may change from the
date hereof to the Closing Date in the ordinary course of business (the
"Contracts");
(iv) the personal property identified on Schedule
1(a)(iv), as such may change from the date hereof to the Closing Date in the
ordinary course of business;
(v) the accounts receivable identified on Schedule
1(a)(v) (the "Accounts Receivable"), less any Accounts Receivable that are
collected prior to the Closing Date and plus any Accounts Receivable that come
into existence prior to the Closing Date, in each case as may occur in the
ordinary course of business;
(vi) the patents and other intellectual property
related to the Business identified on Schedule 1(a)(vi)(if and to the extent
that such patents or other intellectual property is held by an affiliate of
Seller, Seller shall cause such affiliate to convey such property to Purchaser);
(vii) all shares of capital stock of PGT-UK; and
(vii) all goodwill attendant to the foregoing
including, without limitation, websites, domain names, all telephone numbers,
facsimile numbers, tradenames and corporate names of Seller listed in SCHEDULE
1(a)(vii), including any governmental license, approval or authorization
(collectively, the "Licenses") obtained by the Seller for the conduct of the
Business that is transferable by the Seller.
The assets to be purchased as set forth in 1(a) above are in each case
"AS IS, WHERE IS", meaning that except as otherwise specifically provided in
this agreement, no representation is made as to their condition, value and
enforceability.
(b) Notwithstanding anything to the contrary, the transactions
contemplated hereby shall not include (i) the assets not relating to the
Business and (ii) the assets set forth on SCHEDULE 1(b) ("EXCLUDED ASSETS").
(c) Purchaser agrees, at all times after the Closing Date, to
forward all mail and other communications not relating to the assets and
liabilities acquired pursuant to this Agreement to the Seller within five (5)
business days of receipt.
(d) Purchaser will pay all sales and transfer taxes due on the
purchase of Assets hereunder directly to the New Jersey State Department of the
Treasury, Division of Taxation and will hold the Seller harmless from any sales
tax, interest or penalty that may be assessed by reason of Purchaser's
underpayment of such tax.
2. PURCHASE PRICE; PAYMENT.
------------------------
The purchase price for the Assets (the "Purchase Price"),
shall be one million one hundred and fifty thousand U.S. dollars ($1,150,000),
and shall be paid by the Purchaser according to the following schedule, first
installment $287,500 on the Closing Date, second installment $287,500 6 months
after the Closing Date, third installment $287,500 12 months after the Closing
-2-
Date and the final installment $287,500 18 months after the Closing Date of a
wire transfer to an account or accounts designated by Seller. The installments
shall be paid by a wire transfer according to the schedule above following to
the wire transfer instructions of the Seller. If any installments required to be
paid by the Purchaser remain unpaid after such installment become due and
payable, the Purchaser shall pay interest on such installments at an interest
rate equal to 7%, provided, however, that all such installments shall be
unconditionally due on the dates specified above and Seller shall be entitled to
exercise any remedies it has under law or under the Security Agreement (as
hereinafter defined) in the event that such payments are not made as and when
due. As a security for the Purchase Price, the Purchaser will enter into a
security agreement (the "Security Agreement") in form reasonably satisfactory to
Seller granting a first security interest in the Assets, and shall execute any
other documents and take all steps reasonably requested by Seller to permit the
perfection of such security interest. The Purchaser may prepay without penalties
the unpaid Purchase Price at any time during the duration of this agreement.
3. NON-COMPETITION.
----------------
3.1 NON-COMPETITION. In consideration of the payment of the Purchase
Price by the Purchaser, each of PGT and PGT-UK agrees that for the Restricted
Period, it will not, directly or indirectly, (i) alone, together, or as a
principal, member, agent, officer, director, stockholder, employee, consultant,
advisor, or investor of any corporation, partnership or other person or entity,
as applicable, directly or indirectly, engage in, or permit the use of their
name by, or be connected in any manner whatsoever with any business or activity
which is directly or indirectly engaged in the business of manufacturing,
marketing or servicing radiation detection devices; or (ii) for itself or as a
member, agent, officer, director, partner, stockholder, consultant, advisor, or
investor of any corporation, partnership or other person or entity, directly or
indirectly, interfere with or entice away any employee or independent contractor
(whether now existing or hereafter arising) of the Seller who became employed by
or contracts with Purchaser or any of its affiliates or divisions. As used
herein, the "Restricted Period" shall mean the period commencing on the Closing
Date and ending, in the case of (i) above, four years from the Closing Date, and
in the case of (ii) above, two years from the Closing Date.
3.2 CONFIDENTIALITY. Each of PGT and PGT-UK agrees that, from and after
the date of this Agreement through and including the second anniversary of the
Closing Date, it shall not at any time use for its benefit or otherwise, or
communicate or make available to anyone other than the Purchaser and its
affiliates and their respective directors and officers and except as may be
required by law or legal process (and then only after notice to Purchaser, if
practicable) any confidential information related to the Business, including,
without limitation, the Purchase Price, the Customer List, computer programs,
information regarding the present or future business, methods of operation or
affairs of the Purchaser or any information acquired by the Purchaser in
connection with the transactions contemplated hereby; provided, however, that
the Seller may make available to any prospective purchaser of the Real Property
in New Jersey such information regarding the Purchaser and its operations as
-3-
such prospective purchaser or its agents may reasonably require in connection
with their investigation of such transaction. Nothing herein shall prohibit the
conduct by Purchaser or Parent of any activity permitted under 3.1 above and the
use of any such information in connection therewith.
4. LIABILITIES.
------------
(a) Except for the Assumed Liabilities (as defined below), the
sale of the Assets by the Seller to the Purchaser hereunder is free and clear of
all claims, liens, encumbrances, security interests and third party interests
whatsoever. Without limiting the generality of the foregoing, it is understood
and agreed that, except as provided in the last sentence of this Section 4, the
Purchaser shall not assume and will not be responsible to pay any debts,
liabilities, obligations, contracts, leases, commitments or other undertakings
of the Seller, known or unknown, accrued, contingent or otherwise, as each of
the foregoing shall exist on or prior to the date hereof or as the foregoing
shall exist after the date hereof by reason of the Seller's acts or omissions
prior to, on or after the date hereof, including, but not limited to,
liabilities of the following types, all of which shall remain the sole liability
and responsibility of the Seller (collectively, the "Excluded Liabilities"): (i)
taxes payable by the Seller as of the Closing Date; (ii) tort liabilities; (iii)
claims arising prior to the Closing Date out of actual or alleged pollution of
the environment or of any Environmental Laws (as hereinafter defined); (iv)
litigation, whether disclosed or undisclosed; and (v) obligations under any
collective bargaining, pension or profit sharing agreement.
(b) Notwithstanding the foregoing it is understood and agreed
that the Purchaser shall assume from and after the Closing Date (the "Assumed
Liabilities"), (i) the obligation to perform the Seller's obligations under the
Contracts listed in SCHEDULE 1(a)(iii) and the accounts payable listed on
SCHEDULE 4(b), in each case as such Contracts and accounts payable may be added
to, terminated, paid or otherwise changed in the ordinary course of business
between the date hereof and the Closing Date.
5. BULK SALES LAWS.
----------------
The Purchaser hereby waives compliance by the Seller with the
provisions of any applicable bulk sales law of any state.
6. ALLOCATION.
-----------
(a) The Purchase Price shall be allocated among the Assets for
all purposes, including all tax, tax reporting and accounting purposes as
follows:
Inventory and WIP $ 700,000
Personal Property $ 49,000
Receivables, Other $ 400,000
UK company shares $ 1,000
-----------
TOTAL $ 1,150,000
-4-
(b) Such allocation of the Purchase Price to the Assets shall
be binding on the Purchaser and the Seller for all tax purposes. Each of the
Purchaser and the Seller will initial a complete Internal Revenue Service Form
8594 at Closing and each of them shall attach such form to its tax return for
the year in which the Closing took place.
7. SELLER'S REPRESENTATIONS AND WARRANTIES.
----------------------------------------
The Seller hereby represents and warrants to the Purchaser, which
representations and warranties shall be deemed made as of the date hereof and as
of the date of Closing, which shall survive the date hereof and the Closing Date
for the period provided in Section 14.5 below, that:
7.1 ORGANIZATION, GOOD STANDING, POWER, ETC. PGT is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New Jersey, has full corporate power and authority to own, operate and lease its
properties and to carry on its business as it is now being conducted. PGT-UK is
a corporation duly organized, validly existing and in good standing under the
laws of the United Kingdom, has full corporate power and authority to own,
operate and lease its properties and to carry on its business as it is now being
conducted.
7.2 CORPORATE APPROVAL: BINDING OBLIGATION. The Seller has full power
and authority to enter into, perform, execute, and deliver this Agreement, and,
when executed and delivered by the Seller, this Agreement shall constitute a
legal, valid and binding obligation of the Seller enforceable in accordance with
its terms.
7.3 NO VIOLATION. Neither the execution nor delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
a material breach of any provision of any material agreement to which the Seller
is a party, or result in the creation of any lien, charge or encumbrance upon
any of the assets of the Seller; (ii) conflict with or violate any injunction,
decree, statute, rule or regulation applicable to the Seller or any of its
assets; (iii) conflict with or violate any provision of the Certificate of
Incorporation or By-laws of PGT or PGT-UK; or (iv) conflict with any material
contract, lease, note, agreement, bond, indenture or other instrument or
undertaking, whether written or oral, to which PGT or PGT-UK is a party or may
be bound, which in each case would reasonably be expected to have a material
adverse effect on the Assets or the Business (an "MAE").
7.4 CONSENTS AND APPROVALS. Except as set forth in SCHEDULE 7.4, no
permit, consent, approval or authorization of or filing or registration with,
any public authority is necessary in connection with the execution and delivery
by the Seller of this Agreement or the consummation of the transactions
contemplated hereby, the failure to make or obtain which would reasonably be
expected to have a MAE.
7.5 TITLE. The Seller has good and marketable title to the Assets, and
such Assets are being sold hereunder to the Purchaser free and clear of all
liens (other than the Assumed Liabilities) and restrictions on or conditions to
transfer or assignment.
7.6 TAXES. The Seller shall pay when due all unpaid taxes of the
Seller, as the case may be, for any period ended on or before the Closing Date
except for taxes contested by Seller in good faith. For purposes hereof, "taxes"
shall mean all taxes, charges, fees, levies or other assessments, including,
-5-
without limitation, income, gross receipts, petroleum business tax, excise,
property, sales, occupation, use, recording taxes, fees and charges imposed by
any federal, state or local government or agency and such terms shall further
include any interest, liabilities, penalties and additions to tax thereon,
provided that the Purchaser shall pay any sales tax in respect of any assets
transferred by the Seller to the Purchaser at Closing.
7.7 LITIGATION. Except as set forth on SCHEDULE 7.7, no claim, audit,
suit, litigation, arbitration, proceeding (including any civil, criminal,
administrative, investigative, or appellate proceeding), or investigation
pending or to the knowledge of the Seller and/or the Shareholder is threatened
against or relating to the Seller or any Shareholder or any of their respective
assets or any of the transactions contemplated hereby.
7.8 EMPLOYEES AND LABOR CONTRACTS.
(a) Except as set forth on SCHEDULE 7.8, the Seller is not a
party to any employment agreement, union contract, collective bargaining
agreement, or other agreement relating to its employees which is not terminable
by the Seller at will. All of the contracts and arrangements described in
SCHEDULE 7.8 are in full force and effect, and the Seller is not in default
under any of them. The Seller has complied in all material respects and is in
compliance in all material respects with all laws and regulations respecting
employment and employment practices and has paid all payroll, social security
and similar taxes except for such non-compliance which would not reasonably be
expected to have an MAE; and there is no unfair labor practice complaint against
the Seller pending before the National Labor Relations Board or any similar
state agency.
(b) Except as set forth on SCHEDULE 7.8, the Seller is not a
party to any pension plan or profit sharing plan or other employee benefit plan
of any nature (the "Plans") including, but not limited to any plans which would
constitute a "Multiemployer Plan" as defined in Section 3(37) of ERISA (a
"Multiemployer Plan"). The Seller has not, directly or indirectly, incurred any
withdrawal liability with respect to a Multiemployer Plan nor does the Seller
expect to incur such liability.
7.9 ENVIRONMENTAL MATTERS.
(a) To Seller's knowledge, the Seller has obtained all
permits, licenses, and other authorizations, if any, which are required in
connection with the conduct of the Business under all federal, state or local
rules, regulations and laws (collectively, the "Environmental Laws") relating to
pollution or protection of the environment, including Environmental Laws
relating to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes into the environment (including, without limitation,
ambient air, surface water, groundwater, or land), or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, chemicals, or industrial,
toxic or hazardous substances or wastes except where the failure to obtain any
such permit, license or other authorization would not reasonably be expected to
have an MAE.
-6-
(b) The Seller is in compliance with the terms of the Partial
Consent Decree dated January 28, 2004 and entered on September 29, 2004 in the
United States District Court for the District of New Jersey in UNITED STATES OF
AMERICA AND NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION; ACTING
ADMINISTRATOR, NEW JERSEY SPILL COMPENSATION FUND; AND COMMISSIONER, NEW JERSEY
DEPARTMENT OF ENVIRONMENTAL PROTECTION AS TRUSTEE FOR NATURAL RESOURCES V.
PRINCETON GAMMA-TECH, INC., ET AL., Civil Action No. 91-809 (AET) except where
the Seller's failure to comply would not reasonably be expected to have an MAE.
(c) Except as set forth on SCHEDULE 7.9 (c), to Seller's
knowledge, there is no civil, criminal or administrative action, suit, demand,
claim, hearing, notice or demand letter, notice of violation, investigation, or
proceeding pending or, to the knowledge of the Seller and the Shareholder
threatened against the Seller in connection with the conduct of the Business
relating in any way to the Environmental Laws or any regulation, code, plan,
order, decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder.
(d) BANKRUPTCY. The Seller has never been the subject of a
petition, whether voluntary or involuntary, under Chapter 11 of the United
States Bankruptcy Code, as amended from time to time.
8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
------------------------------------------------
The Purchaser represents and warrants to the Seller, which
representations and warranties shall be deemed made as of the date hereof and
the Closing Date, and which shall survive the date hereof and the Closing Date
for the period provided in Section 14.5, that:
8.1 CORPORATE STATUS OF THE PURCHASER. The Purchaser is a corporation
duly formed, and is now validly existing and in good standing under, the laws of
the State of California with full power to own, lease and operate its property
and carry on its business as now presently conducted and as contemplated to be
conducted after the Closing Date.
8.2 CORPORATE APPROVAL; BINDING OBLIGATION. The Purchaser has full
power and authority to enter into, perform, execute, and deliver this Agreement,
and, when executed and delivered by such Purchaser, this Agreement shall
constitute a legal, valid and binding obligation of the Purchaser enforceable in
accordance with its terms.
8.3 CONSENTS AND APPROVAL OF GOVERNMENTAL AUTHORITIES. No permit,
consent, approval or authorization of, or declaration, filing or registration
with, or the giving of notice to, any public body or authority or any other
person, firm or entity is necessary in connection with the execution and
delivery by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated herein.
-7-
8.4 NO VIOLATION. Neither the execution nor delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
a material breach of any provision of any material agreement to which the
Purchaser is a party, or result in the creation of any lien, charge or
encumbrance upon any of the assets of the Purchaser; (ii) conflict with or
violate any injunction, decree, statute, rule or regulation applicable to the
Purchaser or any of its assets; (iii) conflict with or violate any provision of
the Certificate of Incorporation or By-laws of the Purchaser; or (iv) conflict
with any material contract, lease, note, agreement, bond, indenture or other
instrument or undertaking, whether written or oral, to which the Purchaser is a
party or may be bound, which in each case would reasonably be expected to
prevent or delay the Closing.
8.5 FINANCING CAPABILITIES. The Purchaser has arranged the necessary
funds for the first installment payment of the Purchase Price and has the
capability to make the subsequent installment payments as described in the
Section 2 hereof.
9. COVENANTS OF THE PARTIES.
-------------------------
9.1 OBTAINING CONSENTS. The Purchaser and Seller will cooperate to make
promptly all filings and applications, to give all notices and to obtain all
governmental and other consents necessary for the consummation of this
transaction, including but not limited to any application which may be required
in connection with the transactions contemplated hereby under the New Jersey
Industrial Site Recovery Act.
9.2 FURTHER ASSURANCES. From and after the Closing Date, each party to
this Agreement shall, at any time and from time to time, at Purchaser's expense,
make, execute and deliver, or cause to be filings and other instruments,
agreements, consents and assurances, and take or cause to be taken all such
actions as counsel for the other party may reasonably request to effectuate the
transactions contemplated by this Agreement.
9.3 CONDUCT OF BUSINESS. From the date hereof until the Closing Date,
the Seller shall conduct the Business in the ordinary course and will preserve
the business, operations and goodwill of the Business and the relationships with
third parties maintained by the Seller. Without the prior written consent of the
Purchaser, from the date hereof until the Closing Date, the Seller shall not do
any of the following acts:
(a) enter into or amend any employment agreement or employee
benefit plan with any of the officers, employees, consultants or agents of the
Seller;
(b) sell, mortgage, pledge or subject to Liens any of the
Assets, or otherwise dispose of or encumber, any of the Assets except in the
ordinary course of business;
(c) merge or consolidate with, or agree to merge or
consolidate with, or purchase or agree to purchase, all or substantially all of
the assets of, or otherwise acquire, any corporation, partnership or other
business organization;
(d) engage in any transactions, or make any commitment or
enter into any contract, affecting the Business or the Assets not in the
ordinary course of business consistent with past custom and practice;
-8-
(e) amend, modify, terminate or otherwise relinquish any
material rights in connection with any of the Contracts other than in the
ordinary course of business;
(f) adopt any change in its accounting methods or practices;
(g) enter into a real estate lease contract;
(h) incur capital expenditure in excess of $10,000; provided,
however, that in the event Seller reasonably determines that any such capital
expenditure is reasonably necessary on an emergency basis for the safety of
persons or the protection of the Assets, Seller may incur such capital
expenditure, which cost shall be added to the final installment of the Purchase
Price payable hereunder, and in all events Seller shall promptly inform
Purchaser of any such capital expenditure; or
(i) increase the compensation payable or to become payable to
any of the employees of Seller, except as required by law; or
(j) agree, whether or not in writing, to do any of the
foregoing.
9.4 INVESTIGATIONS. Purchaser acknowledges that it has had adequate
opportunity to become familiar with the Business, to review books and records
thereof and to speak with employees of the Seller. Notwithstanding the
foregoing, prior to the Closing Date the Seller will upon request afford
authorized representatives of the Purchaser reasonable access to the Seller and
its employees in a manner not materially interfering with the operation of the
Business.
9.5 NOTIFICATION OF CERTAIN MATTERS. The Seller and the Purchaser shall
give prompt notice to each other of the occurrence, or failure to occur, of any
event which occurrence or failure would be likely to cause any of their
respective representations or warranties contained in this Agreement to be
untrue or inaccurate in any material respect any time from the date hereof to
the Closing Date.
9.6 SUPPLEMENTS TO EXHIBITS. The Seller will deliver to the Purchaser,
as soon as possible after the Seller becomes aware thereof, but not later than
24 hours prior to the Closing, supplemental information updating the information
set forth in the Schedules hereto, so that such Schedules supplemented by such
information will be true, accurate and correct as of the Closing Date as if then
made.
9.7 EMPLOYEES. Purchaser shall offer beginning immediately after the
Closing employment to all employees currently employed by Seller in the Business
as identified on Schedule 9.7 hereto on terms not materially less favorable to
such employees as currently applicable, and shall assume responsibility for any
accrued vacation and sick pay for such employees; PROVIDED, HOWEVER, that
nothing herein shall be construed to convert any at-will employment with Seller
to employment for any specific length of time with Purchaser. The Purchaser
shall also at the Closing become the sponsor of the Seller's Section 401(k)
plan.
-9-
9.8 CHANGE OF NAME. After the Closing the Seller shall change its name
to eliminate the words "Princeton Gamma-Tech".
9.9 LEASE ASSIGNMENT AND PROMISSORY NOTE. At Closing Purchaser and
Seller shall enter into an assignment of the Lease in form reasonably
satisfactory to the Seller (the "Lease Assignment") and the Purchaser shall
execute a promissory note in form reasonably satisfactory to Seller requiring
the payment of the unpaid portion of the Purchase Price as and when provided in
this Agreement.
9.10 TAX LOSS. To the extent permitted by applicable law and to the
extent possible without Seller incurring material expense, Seller shall permit
Purchaser to acquire the benefit of any tax loss of Seller's operating business
from January 1, 2005 until the Closing Date; provided, however, that Seller
makes no representation or warranty as to whether Purchaser shall be entitled to
any such benefit.
10. CLOSING.
--------
The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at such time and place as the parties hereto shall
mutually agree, currently targeting to February 7, 2005, after the satisfaction
of the conditions to closing of the parties as set forth in Sections 11 and 12
hereof but, except as set forth herein, in no event shall the Closing occur
later than February 28, 2005.
11. CONDITIONS TO OBLIGATIONS OF THE PURCHASER TO CONSUMMATE THE
------------------------------------------------------------
TRANSACTION
-----------
The obligations of the Purchaser to consummate the transactions
contemplated hereby shall be subject to the satisfaction, or the waiver in
writing by the Purchaser, on or prior to the Closing, of the following
conditions:
11.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of the Seller contained in this
Agreement shall be true and correct in all respects on the Closing Date with the
same force and effect as though such representations and warranties had been
made on and as of the Closing Date and all of the agreements of the Seller to be
performed on or before the Closing Date pursuant to the terms hereof shall have
been duly performed. The Purchaser shall have received a certificate, dated the
Closing Date, signed by an appropriate officer of the Seller, certifying that
the conditions specified in this Section 11.1 have been fulfilled.
11.2 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, operations, assets, condition (financial or
otherwise), or results of operations of the Seller since the date of this
Agreement and the Purchaser shall have received a certificate, dated the Closing
Date, signed by an appropriate officer of the Seller certifying to such effect.
11.3 NO PROCEEDING OR LITIGATION. No inquiry, action or proceeding
shall have been instituted to restrain or prohibit or materially interfere with
the carrying out of the transactions contemplated by this Agreement or to
challenge the validity of such transactions or any part thereof or seeking
damages on account thereof.
-10-
11.4 ▇▇▇▇ OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, ETC. The
Seller shall have delivered to the Purchaser the ▇▇▇▇ of Sale and Assignment and
Assumption Agreement annexed hereto as EXHIBIT A, duly executed by the Seller.
The Seller shall also have delivered to the Purchaser assignments of the patents
and trademarks set forth on Schedule 1(a)(vi) and endorsed certificates of title
for the owned vehicles described in Schedule 1(a)(iv).
11.5 CONSENTS. All consents and approvals, if any, necessary to the
consummation of the transactions contemplated hereby shall have been obtained.
11.6 LEASE AND LEASE ASSIGNMENT. The Seller shall have entered into the
Lease and fulfilled any obligations of the tenant that are conditions to the
effectiveness thereof, and shall have entered into the Lease Assignment and
fulfilled any obligations of the assignor that are conditions to the
effectiveness thereof.
11.7 BOARD OF DIRECTORS APPROVAL. Seller's board of directors shall
have approved the transactions contemplated by this Agreement.
12. CONDITIONS TO OBLIGATIONS OF THE SELLER TO CONSUMMATE THIS
----------------------------------------------------------
TRANSACTION
The obligations of the Seller to consummate the transactions
contemplated hereby shall be subject to the satisfaction, or the waiver in
writing by the Seller, on or prior to the Closing, of the following conditions:
12.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH
COVENANTS. The representations and warranties of the Purchaser contained in this
Agreement shall be true and correct in all material respects on the Closing Date
with the same force and effect as though such representations and warranties had
been made on and as of the Closing Date and all of the agreements of the
Purchaser to be performed on or before the Closing Date pursuant to the terms
hereof shall have been duly performed. The Seller shall have received a
certificate, dated the Closing Date, signed by an appropriate officer of the
Purchaser, certifying that the conditions specified in this Section 12.1 have
been fulfilled.
12.2 NO PROCEEDING OR LITIGATION. No inquiry, action or proceeding
shall have been instituted to restrain, prohibit or materially interfere with
the carrying out of the transactions contemplated by this Agreement or to
challenge the validity of such transactions or any part thereof or seeking
damages on account thereof.
12.3 THE PURCHASE PRICE. The Purchaser shall have delivered to the
Seller the first installment of the Purchase Price, in accordance with Section 2
hereof.
12.4 AGREEMENTS. The Purchaser shall have delivered to the Seller the
▇▇▇▇ of Sale and Assignment and Assumption Agreement annexed hereto as EXHIBIT
A, duly executed by the Purchaser.
12.5 LEASE AND LEASE ASSIGNMENT . The Purchaser shall have entered into
the Lease Assignment and fulfilled any obligations of the assignee that are
conditions to the effectiveness thereof.
-11-
12.6 NOTICE TO MINORITY SHAREHOLDER. The Seller shall have informed the
Minority Shareholder and shall not have received any communication opposing the
contemplated transaction within the time permitted under the Shareholder's
Agreement.
12.7 SECURITY AGREEMENT. The Purchaser shall have executed and
delivered the Security Agreement.
12.8 PROMISSORY NOTE. The Purchaser shall have executed and delivered
the Promissory Note.
13. TERMINATION PRIOR TO CLOSING.
-----------------------------
13.1 TERMINATION BY THE PURCHASER. This Agreement may be terminated by
the Purchaser, in its sole discretion, upon the occurrence of any of the
following before the Closing Date:
(a) The Seller's representations and warranties contained
herein shall have been incorrect or inaccurate in any material respect;
(b) The Seller shall fail to meet any of its material
obligations pursuant to this Agreement, provided that the Purchaser will notify
the Seller of such failure and the Seller shall have 10 business days to cure
the same; or
(c) Any condition precedent to the Purchaser's obligations
hereunder shall not be satisfied and such condition is not waived by the
Purchaser at or prior to Closing Date; or
(d) All of the conditions to the Purchaser's obligation to
close shall have been satisfied and the Seller shall fail to close by February
28, 2005.
13.2 TERMINATION BY THE SELLER. This Agreement may be terminated by the
Seller, in its sole discretion, upon the occurrence of any of the following
before the Closing Date:
(a) The Purchaser's representations and warranties contained
herein shall have been incorrect or inaccurate in any material respect when
made;
(b) The Purchaser shall fail to meet any of its material
obligations pursuant to this Agreement, provided that the Seller will notify the
Purchaser of such failure and the Purchaser will have 10 business days to cure
the same; or
(c) Any condition precedent to the Seller's obligations
hereunder shall not be satisfied and such condition is not waived by Seller at
or prior to the Closing Date; or
-12-
(d) All of the conditions to the Seller's obligation to close
shall have been satisfied and the Purchaser shall fail to close by February 28,
2005.
13.3 TERMINATION BY MUTUAL AGREEMENT. This Agreement may be terminated
by the mutual agreement of the parties hereto evidenced in writing.
13.4 SPECIFIC PERFORMANCE. Any termination pursuant to this Section 13
shall be without prejudice to the terminating party's rights and remedies under
this Agreement by reason of any violation of this Agreement occurring prior to
such termination.
14. INDEMNIFICATION
---------------
14.1 INDEMNIFICATION BY THE SELLER. From and after the date hereof, the
Seller agrees to indemnify and save and hold harmless the Purchaser, its
officers, directors, shareholders, agents, successors, assigns and affiliates
(collectively, the "Purchaser Indemnified Parties") from, against, for and in
respect of any and all damages, losses, obligations, liabilities, deficiencies,
costs, expenses, including, without limitation, interest, penalties, reasonable
attorneys' fees and reasonable amounts paid in investigation, defense and/or
settlement suffered, sustained, incurred or required to be paid by any of the
Purchaser Indemnified Parties by reason of, or in connection with, or arising
out of any demand, claim, suit, action, investigation or proceeding by any
person or entity not a party to this Agreement with respect to: (i) the Excluded
Liabilities; (ii) the conduct of the Business prior to the Closing Date; (iii)
the breach of any representation or warranty of the Seller, or any of them, in
this Agreement; or (iv) any untrue statement or alleged untrue statement
contained in any certificate, schedule, exhibit, instrument or paper delivered
or to be delivered by the Seller in connection with the transactions herein
contemplated ((i) through (iv), the "Purchaser Losses"); PROVIDED, HOWEVER, the
Seller shall have no liability under this Section 14.1 unless and until the
aggregate of all Purchaser's Losses exceeds $50,000 in which event Seller shall
be liable for all Purchaser's Losses in excess of such amounts. Notwithstanding
the foregoing, the Seller's liability with respect to this Section 14.1 shall be
limited to the Purchase Price. In case the Seller ceases to exist, an
appropriate guarantee acceptable to the Purchaser shall be issued by any company
receiving substantially all the assets and liabilities of Seller, or, at
Seller's option, a bank guarantee in lieu of such guarantee, in either case,
however, not to be unreasonably disapproved by the Purchaser and agreed in
writing between the Parties.
14.2 INDEMNIFICATION BY THE PURCHASER. The Purchaser hereby agrees to
indemnify and save and hold harmless the Seller, its officers, directors, agents
and affiliates (collectively, the "Seller Indemnified Parties") from, against,
for and in respect of any and all damages, losses, obligations, liabilities,
deficiencies, costs, expenses, including, without limitation, interest,
penalties, reasonable attorney's fees and reasonable amounts paid in
investigation, defense and/or settlement, suffered, sustained, incurred or
required to be paid by any of the Seller Indemnified Parties by reason of, or in
connection with, or arising out of any demand, claim, suit, action,
investigation or proceeding by any person or entity not a party to this
Agreement with respect to: (i) the Assumed Liabilities; or (ii) conduct of the
Business post-closing; or (iii) the breach of any representation, warranty or of
the Purchaser in this Agreement or the non-fulfillment of any covenant or
undertaking of the Purchaser in this Agreement .
-13-
14.3 CLAIMS AND LITIGATION. For purposes of Sections 14.3 and 14.4, the
Seller indemnitors and the Purchaser indemnitors shall be referred to, in each
case as applicable, as "the Indemnifying Parties" and the Seller Indemnified
Parties and the Purchaser Indemnified Parties shall be referred to, in each case
as applicable, as the "Indemnified Parties". In the event that any person or
entity not a party to this Agreement shall make any demand or claim, or file or
threaten to file any lawsuit, which demand, claim or lawsuit may result in any
liability, damage or loss to any of the Indemnified Parties for which such
Indemnified Party may seek indemnity from the Indemnifying Parties hereunder,
then, the Indemnified Party shall give prompt written notice to the Indemnifying
Parties of such demand, claim or lawsuit, and the Indemnifying Parties shall
have the option at their cost and expense, to control the defense of any such
demand, claim or lawsuit; provided, that (i) the Indemnified Parties shall
reasonably approve Indemnifying Parties' selection of counsel to defend such
demand, claim or lawsuit, (ii) the Indemnified Parties are allowed to
participate in such defense at their own cost and expense, and (iii) no
settlement of any demand, claim or lawsuit may be made without the prior written
consent of the Indemnified Parties but if such a demand, claim or lawsuit can be
settled by payment of money and consent is withheld, the indemnitor's liability
is limited to the amount of the settlement. The Indemnified Parties will
cooperate in the defense of such demands, claim or lawsuit, at the expense of
the Indemnifying Parties.
14.4 MAKING OF CLAIMS. A claim for indemnity pursuant to this Section
14 may only be made by an Indemnified Party by written notice to the
Indemnifying Party. Such prompt written notice shall set forth in reasonable
detail the basis upon which such claim for indemnity is made.
14.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; OTHER CLAIMS. The
representations and warranties of the Purchaser and the Seller contained in this
Agreement or in any other agreement, certificate or other instrument delivered
by the Seller or the Company pursuant to this Agreement shall survive the
Closing until the second anniversary of the Closing Date. No claim for
indemnification with respect to any matters arising under this Agreement may be
brought by either party after the second anniversary of the Closing Date.
14.6 EXCLUSIVE REMEDY. Each of the parties hereto agrees that, from and
after the Closing, its sole and exclusive remedy with respect to any and all
claims relating to the subject matter of this Agreement and the transactions
contemplated hereby shall be (a) indemnification pursuant to this Article 14, or
(b) specific injunctive relief or declaratory relief if a court of competent
jurisdiction, and each party hereby waives all other relief and remedies with
respect thereto, including, without limitation, the right of rescission;
provided, however, that nothing in this Section 14.6 shall apply to any claims
of Seller or Purchaser as assignor and assignee, respectively, which may arise
under the Lease Assignment after the Closing.
-14-
15. MISCELLANEOUS
-------------
15.1 ENTIRE AGREEMENT. The parties hereto agree that all understandings
and agreements heretofore made between them with respect to the subject matter
hereof are merged in this Agreement, which fully and completely expresses their
agreement with respect to the subject matter hereof. There are no promises,
agreements, conditions, understandings, warranties, or representations, oral or
written, express or implied, among the parties hereto, other than as set forth
in this Agreement. All prior agreements among the parties with respect to the
subject matter hereof are superseded by this Agreement, which integrates all
promises, agreements, conditions and understandings among the parties with
respect to the Assets.
15.2 SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties hereto. By written notice to the Seller, at any date
Purchaser shall have the right to assign all of its rights and obligations under
this Agreement to an affiliated company, subject to a written consent by the
Seller, not to be unreasonably withheld. By written notice to the Purchaser, at
any date Seller shall have the right to assign all of its rights and obligations
under this Agreement subject to a written consent by the Purchaser, not to be
unreasonably withheld. In case the Purchaser wishes to assign all of its rights
and obligations under this Agreement to an unaffiliated party, a written consent
is required from the Seller, which will not to be unreasonably withheld.
15.3 IDENTICAL COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an
original and all of which shall constitute the same instrument.
15.4 MODIFICATION. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by all of the parties
hereto.
15.5 NOTICES. Any notice, request, instruction or other document to be
given hereunder by any party hereto to any other party shall be in writing and
sent by registered or certified mail, postage prepaid, or sent by recognized
overnight courier service.
If to the Purchaser, to: Princeton Gamma-Tech Instruments, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
If to the Seller, to: Princeton Gamma-Tech, Inc
▇/▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇.
General Counsel
Outokumpu Oyj
Riihitontuntie #7D
FIN-02201
Espoo, Finland
-15-
with a copy to: Moses & Singer LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Esq.
or at such other address for a party as shall be specified by like notice. Any
notice which is addressed and mailed in the manner herein provided shall be
conclusively presumed to have been given to the party to whom it is addressed at
the close of business, local time of the recipient, on the fifth day after the
day it is so placed in the mail. Any notice which is addressed and sent by
air-courier in the manner herein provided shall be conclusively presumed to have
been given to the party to whom it is addressed at the close of business, local
time of the recipient, on the second day after the day it is delivered to such
air-courier.
15.6 GOVERNING LAW. The parties hereby agree that this Agreement shall
be construed, enforced and governed by the laws of the State of New York without
regard to applicable principles of conflict of laws.
15.7 INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future Laws, such
provision shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement.
15.8 HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.
15.9 CONSENTS, ETC. TO BE IN WRITING. Wherever, in this Agreement,
reference is made to the agreement, approval, consent, decision, determination,
election or request by a party or parties hereto, the same must be in writing.
-16-
IN WITNESS WHEREOF, each of the parties hereto has signed this
Agreement in counterparts all as of the date first above written.
PRINCETON GAMMA-TECH, INC.
By:
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: President
PRINCETON GAMMA-TECH (UK), LTD.
By: Princeton Gamma-Tech, Inc.,
Sole Shareholder
By:
----------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: President
PRINCETON GAMMA-TECH INSTRUMENTS, INC.
By:
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
-17-
SCHEDULE A
DEFINITIONS
-----------
"AFFILIATE" means, when used with reference to a specified party, (i)
any entity that, directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the specified
party, and (ii) any entity of which the specified party is, directly or
indirectly, the owner of an equity interest of ten (10) percent or more.
"Customer" shall mean any person, firm or corporation which has
purchased services from Seller with respect to the Business in the period one
year prior to Closing.
"Customer List" shall mean collectively all business records which
contain the names and addresses of all Customers of the Business as of the
Closing Date, together with all related credit, service and delivery information
in Seller's possession or control including original documents for all
applications, service contracts, credit applications, installation contracts,
warranties and related or similar documents.
SCHEDULE 1 (a)(iii)
LICENSES AND CONTRACTS
----------------------
SOFTWARE LICENSES:
------------------
Microsoft Studio 6 Development Environment
Microsoft Visual Source Safe
Infragistics VB tools
AutoCad Package
Protel Cad Package
Mentor/Pads Cad Package
RiscWatch/RiscTrace Emulator
Beacon Emulator
Xilinx ISE Development Environment and ModelSim
Altera MaxPlus 10 Development Environment
Mod 5272/5282 Development Environment
HARDWARE AGREEMENTS:
--------------------
SBIR agreement with Physical Sciences Inc for sale of Multi-Element Array
Detectors: 1% royalty fee on each Multi-element detector sale that uses
technology developed in the SBIR.
Cross License Agreement with OY IMIX AB, Finland, to use IMIX name.
Unsigned "working document" agreement between PGT and Berkeley Nucleonics for
the sale of the ▇▇▇-935 unit. BNC places blanket purchase orders at
approximately six month intervals.
-18-
SALES REPRESENTATIVE/AGENCY AGREEMENTS WITH THE FOLLOWING COMPANIES:
--------------------------------------------------------------------
---------------------------------- ---------------------------- ---------------------------- --------------------
COMPANY TERRITORY PRODUCT LINE COMMENTS
---------------------------------- ---------------------------- ---------------------------- --------------------
Phoenix Scientific South East USA Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Scientific Instrument Sales Mid West USA Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Seltech West USA Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Lab Impex Europe Detector Systems No written
agreement
---------------------------------- ---------------------------- ---------------------------- --------------------
▇▇▇▇▇ Near East and Mid East Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Raytech Corporation Japan Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
▇▇▇▇ ▇▇▇▇▇ Company Japan Detector Systems Unsigned copy only
---------------------------------- ---------------------------- ---------------------------- --------------------
Toyo Medic Japan Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Fotometric Instruments Romainia Detector Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Scientific Systems Sales Corp Mid Atlantic coast, USA. Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
X-ray Pro Scandinavia Microanalysis Systems No written
agreement
---------------------------------- ---------------------------- ---------------------------- --------------------
Synergie-4 France Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
▇.▇. ▇▇▇ Benelux countries Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Microbeam Spain & Portugal Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Uni-Export Russia Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Servis Uni-Export Czech Republic Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Uni-Export Instruments Ltd. Poland Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Semtech Instruments Co. China Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Instrulab Scientific Malaysia Microanalysis Systems No written
agreement
---------------------------------- ---------------------------- ---------------------------- --------------------
Spectronix Comercio e
Representacoes Ltda. Brazil Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
▇▇▇▇▇▇▇▇▇ Bros (SR) Pvt Ltd. India Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Holgate Scientific Pty Ltd Australia Microanalysis Systems
---------------------------------- ---------------------------- ---------------------------- --------------------
Alphatech Systems New Zealand Microanalysis Systems No written
agreement
---------------------------------- ---------------------------- ---------------------------- --------------------
-19-
SCHEDULE 1(a)(iv)
PERSONAL PROPERTY
-----------------
U.S. VEHICLES - OWNED
---------------------
2000 Ford Taurus
LEASED
------
2002 Chrysler Voyager
2003 Ford Taurus
2003 Ford Taurus
2004 Ford Taurus
U.S. PHONE SYSTEM
-----------------
Mitel Digital PBX System purchased at the end of the lease in October 2003. The
components/accessories also include the routers/related components for PGT's
internet connection.
-20-
SCHEDULE 1(a)(v)
ACCOUNTS RECEIVABLE AND JUDGMENTS AS AT DECEMNER 31, 2004
---------------------------------------------------------
--------------------------------------------------------------------------------
Broken down as follows:
Princeton A/R $ 1,389,010
allowance for bad debts $ (24,893)
PGT UK A/R $ 139,703
( L73,143)
Less-
Intra-company
USA due from UK $ (215,560)
UK due from USA $ (44)
Consolidated receivables $ 1,288,216
-------------------
-21-
SCHEDULE 1(a)(vi)
PATENTS AND INTELLECTUAL PROPERTY
---------------------------------
------------------ ---------------------------------------- --------- -------------- ------------- ----------
US Patent # Title Date Inventor Assignee Status
------------------ ---------------------------------------- --------- -------------- ------------- ----------
4,825,388 Apparatus and method for processing 4-25-89 Daily et al PGT Lapsed
digital images.
------------------ ---------------------------------------- --------- -------------- ------------- ----------
5,349,193 Highly sensitive nuclear spectrometer 9-20-94 ▇▇▇▇ et al PGT Current
apparatus and method.
------------------ ---------------------------------------- --------- -------------- ------------- ----------
5,393,982 Highly sensitive nuclear spectrometer 2-28-95 ▇▇▇▇ et al PGT Current
apparatus and method.
------------------ ---------------------------------------- --------- -------------- ------------- ----------
5,608,222 Analog to digital conversion technique 3-4-97 Hardy PGT Current
for spectroscopy.
------------------ ---------------------------------------- --------- -------------- ------------- ----------
-------------------------- ------------------------------------------ ----------- ------------- --------------
US Trade ▇▇▇▇ # ▇▇▇▇ Date Assignee Status
-------------------------- ------------------------------------------ ----------- ------------- --------------
1,781,134 IMAGIST 7-13-93 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
1,882,843 PRISM 3-7-95 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
1,970,614 IMIX 4-23-96 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
2,402,241 AVALON 11-7-00 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
2,805,220 MICROIMAGE 1-13-04 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
2,768,545 EXCALIBUR 9-30-03 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
1,451,912 IMAGE MATH 12-8-86 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
1,451,915 IMAGECRAFT 12-8-86 PGT Current
-------------------------- ------------------------------------------ ----------- ------------- --------------
IMAGE MASTER 5-31-04 PGT Pending
-------------------------- ------------------------------------------ ----------- ------------- --------------
Other Intellectual Property:
-------------------------------------- ----------------------------------- -----------------------------------
Property Application Documentation
-------------------------------------- ----------------------------------- -----------------------------------
"Quiet-One" anti-microphonic Nuclear and X-ray detectors ISO procedures
technique.
-------------------------------------- ----------------------------------- -----------------------------------
Crystal processing procedures Nuclear and X-ray detectors ISO procedures
-------------------------------------- ----------------------------------- -----------------------------------
-22-
SCHEDULE 1(a)(vii)
LICENSES, WEBSITES, TELEPHONE NUMBERS, DOMAIN NAMES & TRADENAMES
----------------------------------------------------------------
TRADE NAMES
-----------
Princeton Gamma-Tech
Avalon
Spirit
PGT
WEBSITE
-------
▇▇▇.▇▇▇.▇▇▇
TELEPHONE NUMBERS
-----------------
609.924.7310
800.229.7484
-23-
SCHEDULE 1(b)
EXCLUDED ASSETS
---------------
1. The Seller's interests in any leased real property, including but not
limited to the land and building leased by the Seller at ▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (except to the extent Purchaser
acquires rights thereto pursuant to the Lease).
2. All cash or bank accounts of PGT.
-24-
SCHEDULE 4(b)
-------------
ACCOUNTS PAYABLE AS AT DECEMBER 31, 2004
----------------------------------------
PRINCETON GAMMA TECH INC
--------------------------------------------------------------------------------
Accounts payable total reported $499,058
------------------------------------------------------------------
Broken down as follows:
Princeton A/P $ 209,706
Princeton clearing $ 146,269
(including 42,843 due to Outokumpu on environmental matters)
PGT UK $ 313,611
Less- Intra-company
USA due to UK $ (45)
UK due to USA $ (224,677)
Net trade payables $ 444,864
-----------
Commissions payable $ 54,194
reps & employees ( USA)
Total consolidated payables $ 499,058
-----------
-25-
SCHEDULE 7.4
------------
CONSENTS AND FILINGS
--------------------
1. Notice to be provided to the New Jersey Department of Environmental
Protection in connection with Section 14(b) of the Partial Consent
Decree with Princeton Gamma-Tech, Inc. dated July 28, 2004 in UNITED
STATES OF AMERICA AND NEW JERSEY DEPARTMENT OF ENVIRONMENTAL
PROTECTION; ACTING ADMINISTRATOR, NEW JERSEY SPILL COMPENSATION FUND;
AND COMMISSIONER, NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION AS
TRUSTEE FOR NATURAL RESOURCES V. PRINCETON GAMMA-TECH, INC., ET AL.,
Civil Action No. 91-809 (AET).
2. Filing under the New Jersey Industrial Site Recovery Act in connection
with the sale of the business and the leasing of the New Jersey real
property.
-26-
SCHEDULE 7.7
------------
LITIGATION
----------
HILTON REALTY CO. V. PRINCETON GAMMA-TECH, INC., Superior Court of New Jersey,
Somerset County, Docket No. Som-L-2127-96
1996 action to compel PGT to discontinue use (under an easement agreement) of
the septic system located on Hilton Realty property and to hook up to a sewer
pumping station. Hilton Realty seeks partial reimbursement of costs associated
with building the sewer pumping station.
PGT has discontinued use of the septic system and hooked up to the sewer pumping
station. Hilton Realty has received partial reimbursement ($26,000) of costs
through ▇▇▇▇▇▇▇▇▇▇ Township by a payment made by PGT. A new easement agreement
is pending confirmation of survey drawings presented to Hilton Realty.
-27-
SCHEDULE 7.8
------------
EMPLOYEE CONTRACTS
------------------
July 22, 2004 contract with ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇, President
December 5, 2001 contract with ▇▇▇▇▇▇▇ ▇▇▇▇▇ - product development in the
Engineering Department
PENSION PLAN
------------
Prudential 401K Retirement Plan
-28-
SCHEDULE 7.9 (c)
----------------
COMPLIANCE WITH ENVIRONMENTAL LAWS
----------------------------------
3. Notice to be provided to the New Jersey Department of Environmental
Protection in connection with Section 14(b) of the Partial Consent
Decree with Princeton Gamma-Tech, Inc. entered September 29, 2004 in
UNITED STATES OF AMERICA AND NEW JERSEY DEPARTMENT OF ENVIRONMENTAL
PROTECTION; ACTING ADMINISTRATOR, NEW JERSEY SPILL COMPENSATION FUND;
AND COMMISSIONER, NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION AS
TRUSTEE FOR NATURAL RESOURCES V. PRINCETON GAMMA-TECH, INC., ET AL.,
Civil Action No. 91-809 (AET).
-29-
SCHEDULE 9.7
------------
EMPLOYEES
---------
---------------------------------------------------------------------------------------------------------------
Dept # Emp # Employee Names Job Titles Date of Hire
---------------------------------------------------------------------------------------------------------------
100 224 ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ President 03.01.99
100 220 ▇▇▇▇▇▇, ▇▇▇▇▇ Executive Assistant 04/19/1999 (R)
100 101 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Director of Human Resources & Corp. Admin. (S) 06.09.86
---------------------------------------------------------------------------------------------------------------
120 081 ▇▇▇▇▇, ▇▇▇▇▇▇ MIS Manager 12.29.80
120 211 ▇▇▇▇▇-▇▇▇▇▇▇▇▇, ▇▇▇▇ Junior Accountant/Shipping & Receiving Admin 03.01.99
120 108 ▇▇▇▇▇▇▇, ▇▇▇▇ Controller (T) 10/06/86 (R)
---------------------------------------------------------------------------------------------------------------
200 254 ▇▇▇▇▇▇▇, ▇▇▇▇▇ Technical Writer & Advertising 05.01.01
200 096 ▇▇▇▇▇, ▇▇▇▇ Technical Director 03.01.86
200 233 Kartelias, Anthy Sales Administrator 05.15.00
200 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Microanalysis Sales and OEM Manager 02.07.05
---------------------------------------------------------------------------------------------------------------
200 068 ▇▇▇▇▇▇▇, ▇▇▇▇ Microanalysis Business Unit Vice President 05.03.76
---------------------------------------------------------------------------------------------------------------
210 274 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Northeast Sales Manager 06.01.04
210 129 ▇▇▇▇▇, ▇▇▇ Southeast Sales Manager 10.24.88
210 144 ▇▇▇▇▇▇▇, ▇▇▇▇ Farwest Sales Manager 09.24.90
210 265 ▇▇▇▇▇▇, ▇▇▇▇ Midwest Sales Manager 11.12.01
---------------------------------------------------------------------------------------------------------------
230 073 ▇▇▇▇▇▇, ▇▇▇ Applications Manager 06.30.80
230 118 ▇▇▇▇▇▇▇▇▇, ▇▇▇ Applications Engineer 05.02.88
---------------------------------------------------------------------------------------------------------------
290 055 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Electronic Technician 05.29.79
290 094 ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Support Engineer 03.18.85
290 087 ▇▇▇▇▇▇, ▇▇▇▇▇▇ Administrative Mgr/Nuclear Products Sales Mgr 10.17.83
290 262 ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Support Engineer 10.15.01
290 116 Romalino, ▇▇▇ ▇▇▇▇▇ Support Engineer 03.07.88
290 260 ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Support Engineer 10/01/01(R)
290 071 ▇▇▇▇▇▇▇▇▇, ▇▇▇ Customer Support Manager 03.10.80
290 076 Trakowski, ▇▇▇ ▇▇▇▇▇ Support Engineer 08.25.80
300 275 Varall, Rich Detector Systems Sales & Marketing Manager 07/06/04 (R)
---------------------------------------------------------------------------------------------------------------
400 271 ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. Software Engineer 04.21.03
400 264 ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇. Hardware Engineer 10.22.01
400 205 ▇▇▇▇▇▇, ▇▇▇▇ ▇▇. Firmware Engineer 12.01.98
400 218 ▇▇▇▇▇, ▇▇▇▇▇▇▇ Engineering Manager/ISO Rep 03.23.99
400 237 Tomenchok, ▇▇▇ ▇▇. Software Engineer 05.15.00
400 098 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇. Software Engineer 03.31.86
---------------------------------------------------------------------------------------------------------------
410 136 Moshey, ▇▇ ▇▇. Mechanical Design Engineer 01.08.90
410 273 Song, Yongwei Detector Development Engineer 05.10.04
---------------------------------------------------------------------------------------------------------------
510 099 ▇▇▇▇▇, ▇▇▇▇▇ Detector Production Technician 05.12.86
510 062 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Nuclear Detector Production Supervisor 02.03.75
---------------------------------------------------------------------------------------------------------------
520 172 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇. Detector Technician 01.04.94
520 187 ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ Microanalysis Detector Production Supervisor 09.22.86
520 064 ▇▇▇▇▇▇▇, ▇▇▇▇▇ Detector Production Technician 08/01/00 (R)
520 111 ▇▇▇▇▇▇▇▇▇, ▇▇▇ Detector Production Technician 04.14.87
---------------------------------------------------------------------------------------------------------------
530 056 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Manufacturing Engineer/QA Manager 11.08.76
530 082 ▇▇▇▇▇▇▇, ▇▇▇ Production Manager 03.03.81
530 065 ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇. Assembler/Electronic Technician 08/25/03 (R)
530 276 ▇▇▇▇▇▇, ▇▇▇▇▇ Quality Assurance Technician 10/25/04 (R)
530 085 ▇▇▇▇▇▇, ▇▇▇▇▇ Electronic Technician 07.19.82
---------------------------------------------------------------------------------------------------------------
550 072 ▇▇▇▇, ▇▇▇ Product & Inventory Control Manager 06.02.90
550 061 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇. Stockroom Clerk 10.30.78
550 053 ▇▇▇▇▇, ▇▇▇ Shipping/Receiving Supervisor/MIS Support 11/01/87 (R)
550 063 ▇▇▇▇▇▇, ▇▇▇▇▇ Manufacturing Vice President 06.13.73
---------------------------------------------------------------------------------------------------------------
(R) - Rehired
-30-
ENGLAND Employees
----------- ------- --------------------- --------------------------------------------------- ---------------------
Dept# Name Job Title Date of Hire
----------- ------- --------------------- --------------------------------------------------- ---------------------
160 ▇▇▇▇▇ ▇▇▇▇▇▇▇ General Manager June 1991
----------- ------- --------------------- --------------------------------------------------- ---------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Secretary October 2000
----------- ------- --------------------- --------------------------------------------------- ---------------------
160 ▇▇▇▇ Lock Sales Engineer September 1995
----------- ------- --------------------- --------------------------------------------------- ---------------------
160 ▇▇▇ ▇▇▇▇▇▇▇ Service Manager June 1991
----------- ------- --------------------- --------------------------------------------------- ---------------------
160 ▇▇▇▇▇ ▇▇▇▇▇▇ Service Technician June 1993
----------- ------- --------------------- --------------------------------------------------- ---------------------
-31-
TERMINATION AGREEMENT
TERMINATION AGREEMENT made this 18th day of February, 2005, by and among
Princeton Gamma-Tech Instruments, Inc. ("PGT") and ▇▇▇▇-Partners, Inc. ("FPI").
WHEREAS, PGT and FPI are parties to an Asset Purchase Agreement for the sale
of substantially all of the assets of PGT (other than cash and bank accounts)
(the "Agreement"); and
WHEREAS, each of the parties desires to terminate the Agreement without
further obligations of any kind, and acknowledges that this termination
agreement is made for good and adequate consideration, receipt whereof is hereby
acknowledged;
NOW, THEREFORE, the parties hereto agree that the Agreement is terminated as
of February 17, 2005, and the parties have no further obligations thereunder.
PRINCETON GAMMA-TECH, INC.
By:
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇
Title: President
▇▇▇▇-PARTNERS, INC.
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
-32-
