Documents" refer collectively to the Bill of Sale, the Assignment
and Assumption Agreement, the Assignment and Assumption of Lease, the
Intellectual Property Assignments, the Escrow Agreement and the other documents,
certificates and instruments delivered pursuant to the terms hereof.
1.2
Other Defined Terms. The following terms have the meanings assigned to
such terms in the Sections of the Agreement set forth below:
Agreement
Introductory Paragraph
Agribotix LAM
Recitals
Allocation Statement
3.5
Annual Financial Statements
4.4(a)(i)
Assignment and Assumption Agreement
2.3(c)(ii)
Assignment and Assumption of Lease
2.3(c)(iv)
Assumed Contracts
2.1(a)(ii)
Assumed Liabilities
2.2(a)
Average Price
3.1(d)(i)
Balance Sheet
4.4(a)(ii)
Balance Sheet Date
4.4(a)(ii)
Bill of Sale
2.3(c)(i)
Books and Records
2.1(a)(xi)
Business
Recitals
Business Authorization
4.11(b)
Cash Consideration
3.1(a)
Closing
2.3(a)
Closing Cash Consideration
3.1(d)(ii)
Closing Consideration Amount
3.1(d)
Closing Date
2.3(a)
Closing Escrow Shares
2.3(e)(i)
Closing Parent Shares
3.1(d)(i)
COBRA
6.7(d)
Consent
4.3(a)
Deductible
9.2
Definitive Agreement Installment
2.6
Disclosure Schedules
Article IV
Earn-out Revenue
3.4(a)
Earn-out Shares
3.4(a)
Equipment
2.1(a)(i)
Escrow Cash
Definition of Escrow Amount
Escrow Fund
9.6(a)
Escrow Period
9.6(c)
7
Exchange Agreement
3.1(c)
Exchange Parent Shares
3.1(c)
Excluded
Assets
2.1(b)
Excluded Liabilities
2.2(b)
Export Control and Import Laws
4.19(a)
Financial Statements
4.4(a)(ii)
First Cut-Off Date
9.1(a)
General Cap
9.2
Indemnified Party
9.4(a)
Indemnifying Party
9.4(a)
Insurance Policies
4.18
Interim Financial Statements
4.4(a)(ii)
Intellectual Property Assignment
2.3(c)(iii)
Inventory
2.1(a)(iv)
IP
Rights Assignment Agreement
4.9(b)
Joint Venture Operating Agreement
2.1(a)(xvi)
Leased Equipment
2.1(a)(i)
Leased Real Property
4.4(b)
Leases
4.4(b)
LOI Advance
3.1(a)
Losses
9.2(a)
Material Customers
4.17(a)
Material Suppliers
4.17(b)
Maximum Cap
9.2(d)
Notice of Claim
9.4(a)
Owned Equipment
2.1(a)(i)
Parent Common Stock
3.1(d)(i)
Party
Introductory Paragraph
Payoff Letter
2.3(b)
Post-Closing Cash
Consideration
3.1(e)(ii)
Post-Closing Consideration Amount
3.1(e)
Post-Closing Escrow Shares
3.3(a)(i)
Post-Closing Parent Shares
3.1(e)(i)
Post-Closing Tax Period
6.8(a)
Pre-Closing Tax Period
6.8(a)
Pro Rata
Share
6.14
Purchase Price
3.1(a)
Purchased Assets
2.1(a)
Purchaser
Introductory Paragraph
Purchaser Closing Certificate
7.3(f)
Purchaser
Indemnitees
9.2(a)
Purchaser Representations
9.1(a)
Purchaser Warranty
Losses
9.2
Representative
Introductory Paragraph
Restricted Contract
2.5(a)
Restricted Services
6.5(a)
8
Second Cut-Off Date
9.1(a)
Seller
Introductory Paragraph
Seller Accounts Payable and Indebtedness Amount
2.3(b)
Seller Closing Certificate
7.2(i)
Seller Indemnitees
9.3
Seller Investor Party
4.20(a)
Seller Source Code
4.9(g)
Seller Warranty Losses
9.3
Seller Wire Account
3.2(b)(iv)
Signing Advance
3.1(b)
Special Cap
9.2(c)
Tax Clearance Certificate
6.8(c)
Third Party Claim
9.4(a)
Third Party Defense
9.4(b)
Transaction Expense Statement
2.3(b)
Transferred Employees
6.7(a)
Unitholder
Introductory Paragraph
ARTICLE II
PURCHASE AND SALE OF THE PURCHASED ASSETS
2.1. Transfer of Purchased Assets.
(a) Subject to the terms and upon the conditions herein set forth, at the
Closing Seller shall sell, convey, transfer, assign and deliver to Purchaser,
and Purchaser shall purchase and accept from Seller, all right, title and
interest of Seller in and to the assets, properties and rights Related to the
Business other than the Excluded Assets (the "Purchased Assets"), free and clear
of Liens. The Purchased Assets include the following assets, properties and
rights:
(i)
all of the computer equipment, drones, drone parts, equipment,
machinery, tools, molds,