ASSET PURCHASE & EMPLOYEE TRANSFER AGREEMENT
THIS ASSET PURCHASE AGREEMENT (Agreement) is entered into on the 22nd day of December, 2020,
Sonim Technologies (India) Private Limited, a company duly incorporated under the Companies Act, 1956 and having its registered at Srigandha Arcade, No. 564/564-1, 9th Cross, JP Nagar 3rd Phase, Bangalore 560 078 (herein after referred to as the Seller, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the FIRST PART;
Coforge Ltd., a company duly incorporated under the Companies Act, 1956 and having its registered office at No. 8 Balaji Estae, Guru RaviDas Marg, Third Floor, Kalkaji, New Delhi 110 019 (herein after referred to as the Purchaser, which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the SECOND PART; and
(The Purchaser and the Seller shall be individually referred to as a Party and collectively referred to as the Parties, as the context may require).
|A. || |
The Seller is inter alia engaged in the business of providing ultra-rugged mobility solutions designed specifically for task workers physically engaged in their work environments, often in mission-critical roles. The Seller specializes in workforce-critical communication and connectivity tools for industrial enterprises and public sector agencies including end customers in construction, energy and utility, hospitality, logistics, manufacturing, public safety and transportation.
|B. || |
The Purchaser is an Indian company incorporated on and from 1992 and is engaged in providing information technology solutions to various industries on global basis.
|C. || |
The Seller has agreed to sell and the Purchaser has agreed to purchase the Specified Assets (as defined hereinafter) free from all Liabilities on the terms and conditions of this Agreement. Furthermore, the Seller has agreed to transfer and Purchaser has agreed to employ Sellers employees, as listed in schedule hereinafter, on the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the above recitals, the representations, warranties, covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows:
|1. || |
DEFINITIONS AND INTERPRETATION
|1.1 || |
The capitalized terms used in this Agreement shall have the meanings ascribed to them at Part A to Schedule A to this Agreement.
|1.2 || |
Agreement shall be interrelated in a manner and on the basis of principles as provided in Part B to Schedule A to this Agreement.
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