Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (this "Agreement") is entered into this 17th day
of June, 2010 (the "Effective Date"), between SafeData, LLC, a Delaware limited
liability company (the "Seller"), and Data Storage Corporation, a Delaware
corporation (the "Purchaser").
WITNESSETH:
WHEREAS, Purchaser desires to acquire the Assets (as hereinafter defined) and
shall assume the Assumed Liabilities (as hereinafter defined) of Seller related
to Seller's business of data protection, recovery and secure storage (the
"Business") and Seller desires to sell such Assets and transfer such Assumed
Liabilities to Purchaser.
NOW, THEREFORE, in consideration of the promises, the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
mutual receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
ARTICLE I
SALE OF ASSETS TO PURCHASER
Section 1.1.
Description of Assets and Assumed
Liabilities.
(a) At the Closing (as hereinafter defined), Seller shall sell,
transfer, assign and deliver to Purchaser, and Purchaser shall purchase and
acquire from Seller, all right, title and interest of Seller in and to the
end-user customer base of the Business and all related current and fixed assets
and contracts related thereto used in connection therewith, including but not
limited to all of Seller's cash, accounts receivable and Intellectual Property
(as hereinafter defined) related to and/or arising out of the Business
(including but not limited to all rights to the name "SafeData" and all
derivations thereof to the extent of Seller's rights and interest therein), all
licenses, permits and authorizations necessary to conduct the Business (to the
extent transferable), customer contracts and any and all security deposits made
in connection with the Business, all as specifically listed on Schedule
1.1(a)(i) attached hereto and made a part hereof (collectively, the
"Assets").
Additionally, Seller shall transfer and Purchaser shall assume those
(and only those) current liabilities of Seller (as classified by GAAP (as
hereinafter defined)) to the extent arising out of or relating to the Business
or the Assets (including the Equipment Leases (as hereinafter defined)) and a
lease on Seller's offices, but expressly excluding any Excluded Liabilities (as
hereinafter defined) (for clarity purposes, Purchaser shall not assume any
current portions of liabilities included in the Excluded Liabilities) all as
listed on Schedule 1.1(a)(ii) attached hereto and made a part hereof
(collectively, the "Assumed Liabilities").
(b)
Excluded Liabilities.
Notwithstanding anything to the contrary,
Purchaser does not and, by this Agreement, any agreement related hereto or the
transactions contemplated by either, will not, assume or agree to pay, perform,
defend or discharge any liabilities or obligations of Seller other than the
Assumed Liabilities.
Purchaser shall assume no responsibility for, relating to
and/or arising from, any third party interest-bearing debt undertaken in
connection with the Business or the Assets, including but not limited to any
line of credit, subordinated debt or loan payable to Peter Briggs ("Briggs") or
Larry Putterman ("Putterman") (whether or not any such loans to either
individual are interest-bearing or not), or any taxes, penalties, fines,
assessments, late charges,