ASSET PURCHASE AGREEMENT BY AND BETWEEN NEOMAGIC CORPORATION ACCELERATE ACQUISITION, INC. LINKUP SYSTEMS CORPORATION AND WITH RESPECT TO ARTICLE VIII ONLY J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION December 6, 2001Voting Agreement • January 8th, 2002 • Neomagic Corp • Semiconductors & related devices • California
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of December , 2001 by and among NeoMagic Corporation, a Delaware corporation, ("Buyer Parent"), Accelerate Acquisition, Inc., a Delaware corporation and subsidiary of Buyer Parent (the "Buyer"), LinkUp Systems Corporation, a Delaware corporation (the "Seller"), and, with respect to Article VIII only, J.P. Morgan Trust Company, National Association (the "Escrow Agent"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX.
