XXXX OF SALE, ASSIGNMENT AND GENERAL CONVEYANCE
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THIS XXXX OF SALE, ASSIGNMENT AND GENERAL CONVEYANCE ("Xxxx of Sale")
dated as of April 28, 2000, is made by RACON, INC., a Washington corporation
("Seller"), to the benefit of TELENETICS CORPORATION, a California corporation
("Buyer").
WHEREAS, pursuant to the terms of that certain Asset Purchase Agreement
dated as of April 21, 2000 by and between Buyer and Seller (the "Purchase
Agreement"), Seller has agreed to transfer to Buyer substantially all of the
assets used in the operation of its Micropass Product Line and related assets
associated with the business as more specifically described in the Purchase
Agreement (the "Assets"). Capitalized terms not otherwise defined herein shall
have the respective meanings attributed them in the Purchase Agreement.
NOW THEREFORE, Seller, for and in consideration of the payment of the
Purchase Price set forth in Article 1, Section 1.02 of the Purchase Agreement,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, does hereby sell, convey, transfer, assign and deliver
to Buyer, its successors and assigns, the Assets, as more particularly described
in Article 1, Section 1.01 of the Purchase Agreement, free and clear of any and
all mortgages, liens, pledges, charges, security interests, claims, encumbrances
or other third party interests of any nature whatsoever, except as otherwise
provided in the Purchase Agreement.
TO HAVE AND TO HOLD the Assets unto Buyer, its successors and assigns,
to and for its own use and benefit forever.
Seller, at any time at or after the date hereof, will execute,
acknowledge and deliver any further deeds, assignments, conveyances and other
assurances, documents, and instruments of transfer reasonably requested by Buyer
and will take any other action consistent with the terms of the Purchase
Agreement and this Xxxx of Sale that may reasonably be requested by Buyer for
the purpose of assigning, transferring, granting, conveying and confirming to
Buyer, or reducing to possession, any or all of the Assets.
This Xxxx of Sale is subject to, and shall be construed in accordance
with, the Purchase Agreement, and in the event of a conflict between the
provisions of this Xxxx of Sale and the provisions of the Purchase Agreement
(insofar as such provisions relate to the rights and obligations of Buyer, on
the one hand, and Seller, on the other hand), the provisions of the Purchase
Agreement shall prevail.
This Xxxx of Sale shall be governed by and construed in accordance with
the laws of the State of California, excluding any choice of law rules which may
direct the application of the law of another jurisdiction.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed
by its corporate officer hereunto duly authorized as of this 28th day of April,
2000.
RACON, INC.,
a Washington corporation
By: /S/ Xxxxxx X. Xxxxxxxx
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Its: Chairman
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