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EXHIBIT L
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AGREEMENT OF PURCHASE AND SALE OF ASSETS
BY AND AMONG
TOTAL COMPUTER SOFTWARE, LLC (“SELLER”),
AND
TIBURON, INC. (“BUYER”)
DATED JUNE 13,2012
CONFIDENTIAL ______________ " DEFT00000243
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AGREEMENT OF PURCHASE AND SALE OF ASSETS
BY AND AMONG
TOTAL COMPUTER SOFTWARE, LLC (“SELLER”),
AND
TIBURON, INC. (“BUYER”)
DATED JUNE 13,2012
Table of Contents
Tab No.
Pre-Closine Actions
Buyer Board Consent 1
Seller Member Consent 2
Principal Transaction Documents
Agreement of Purchase and Sale of Assets 3
Disclosure Schedules 4
Note 5
Closing Date Statement 6
Transition Services Agreement 7
Other Pre-Closins Matters
Salient Consent to Assignment 8
Assignment of Contracts from TotalComputer Group to Buyer 9
LEGAL02/33523393v)
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EmDlovment and Consulting Agreements
Vincent Tedesco 10
A1 Perez 11
Gregory Loehr 12
Closing Deliverables
Seller Officer’s Certificate 13
Seller F1RPTA 14
Subordination Agreement 15
Buyer Officer’s Certificate 16
Exemption Certificate 17
Assignment and Assumption Agreement 18
Intellectual Property Transfer Documents 19
t
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CONFIDENTIAL _____________ " DEFT00000246
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TIBURON, INC.
OFFICER’S CERTIFICATE
This Officer’s Certificate is provided pursuant to Section 7.3 of the Agreement of Purchase
and Sale of Assets (the "Purchase Agreement'), dated as of the date hereof, by and among the
Company (as defined below) and Total Computer Software, LLC. Capitalized terms not
otherwise defined herein shall have the meaning assigned to them in the Purchase Agreement.
The undersigned hereby certifies as follows:
1. That he is the duly appointed, and at this date is, President of Tiburon, Inc., a Virginia
corporation (the "Company").
2. All representations and warranties of Company contained in the Purchase
Agreement are true and correct in all material respects as of the date hereof, except to the extent
that any such representation or warranty is made as of a specified date, in which case such
representation or warranty is true and correct in all material respects as of such date.
3. All covenants, agreements and obligations required by the terms of the Purchase
Agreement to be performed, satisfied or complied with by Purchaser at or before the date hereof
have been duly and properly performed in all material respects.
4. Attached as Exhibit A is a full, true and correct copy of the resolutions adopted by
the Board of Directors of the Company on Junefif] 2012 authorizing the transactions contemplated
by the Purchase Agreement.
[Signature pagefollows]
23106.2
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I have set my hand hereto as of Jun 2012.
Micliael Bealmear
President
(Mgnature
PagetoOf cer'sCertylumJ
U
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Exhibit A
Resolutions
WHEREAS, the Company intends to acquire all of the Purchased Assets (as defined in the
Acquisition Agreement (as defined below)) and assume all of the Assumed Liabilities (as defined in the
Acquisition Agreement) of Total Computer Software, LLC, a New York limited liability company (•'Total
Computer"}. pursuant to that certain Agreement of Purchase and Sale of Assets, dated as of the date
hereof, between the Company and Total Computer (as amended, restated supplemented or otherwise
modified from time to time, and together with all annexes, schedules and exhibits thereto the “Acquisition
Agreement"}:
WHEREAS, pursuant to the Acquisition Agreement the Company shall issue that certain
promissory note, dated as of the date hereof, to Total Computer (os amended, restated supplemented or
otherwise modified from time to time, the “SellerNote”}:
WHEREAS, the Board of Directors has reviewed and discussed the terms and conditions of the
proposed Acquisition Agreement and each of the other Acquisition Documents (as defined below) in
connection therewith with the officers of the Company, and on the basis of such review and discussion,
the Board of Directors deems it advisable and in the best interests of the Company that the Company enter
into each of the Acquisition Agreement and any other Acquisition Document (as defined below) to which
the Company is a party and consummate the transactions contemplated thereby;
1. Acquisition Agreement and Acquisition Documents
RESOLVED, that the Board of Directors hereby approves and ratifies the execution, delivery and
performance of the Acquisition Agreement (including payment of consideration for the Purchased Assets
and assumption of the Assumed Liabilities) and the execution, delivery and performance of all
agreements, documents or instruments which are required to be executed by the Company pursuant to the
Acquisition Agreement (each, an “Acquisition Document" and collectively, the “Acquisition
Documents’1}, and all such other documents that are deemed, upon advice of counsel to be necessary or
advisable In order to cany out the terms and conditions of the Acquisition Agreement and the other
Acquisition Documents to which the Company is a party and all documents related thereto, and that the
terms and conditions of the Acquisition Agreement and such other Acquisition Documents and all related
documents are hereby approved and determined to reasonably be expected to benefit, directly and
indirectly, the Company;
RESOLVED FURTHER, that each of the Acquisition Agreement and other Acquisition
Documents to which the Company is a party together with such changes or additions to any of the
foregoing as may be approved by the Chief Executive Officer, President, Chief Financial Officer, Vice
President, Controller and the Secretary (each an “Authorized Officer" and collectively the “Authorized
Officers”}, such approval being conclusively evidenced by such Authorized Officer's or Authorized
Officers’ execution and delivery of any such agreement or instrument, and the performance by the
Company of the obligations thereunder, are hereby approved, and the Authorized Officers of the
Company be, and hereby are, authorized and directed to execute and deliver each of the Acquisition
Agreement and the other Acquisition Documents to which the Company is a party;
RESOLVED FURTHER, that the Authorized Officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of the Company, from time to time, to take such
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additional actions and to execute and deliver such additional certificates, instruments, notices and
documents, and from time to time to amend each of the Acquisition Agreement and each of the other
Acquisition Documents to which the Company is a party and any related instrument or document in such
manner as may bo required or as such Authorized Officers, or anyone or more of them, may deem, upon
advice of counsel, necessary, advisable or proper in order to cany out and perform the obligations of the
Company under each of the Acquisition Agreement and each of the other Acquisition Documents to
which the Company is a party, all such actions to be performed in such manner, and all such certificates,
instruments, notices and documents to be executed and delivered in such form, as the Authorized Officer
or Authorized Officers performing or executing the same shall approve, such Authorized Officer’s or
Authorized Officers' approval thereof to be conclusively evidenced by the performance of any such action
or such Authorized Officer's or Authorized Officers' execution and delivery of such certificate,
instrument, notice or document;
2. Seiler Note and Note Documents
RESOLVED, that the Board of Directors hereby approves and ratifies the issuance of the Seller
Note and the execution, delivery and performance of the Seller Note and all agreements, documents or
instruments which are required to be executed by the Company pursuant to the Seller Note (each, a “Note
Document" and collectively, the "Note Documents’’), and all such other documents that are deemed, upon
advice of counsel to be necessary or advisable in order to cany out the terms and conditions of the Seller
Note and the other Note Documents to which the Company is a party and all documents related thereto,
and that the terms and conditions of the Seller Note and such other Note Documents and all related
documents are hereby approved and determined to reasonably be expected to benefit, directly and
indirectly, the Company;
RESOLVED FURTHER, that each of the Seller Note and other Note Documents to which the
Company is a party together with such changes or additions to any of the foregoing as may be approved
by any Authorized Officer, such approval being conclusively evidenced by such Authorized Officer's or
Authorized Officers' execution and delivery of any such agreement or instrument, and the performance by
the Company of the obligations thereunder, are hereby approved, and the Authorized Officers of the
Company be, and hereby are, authorized and directed to execute and deliver each of the Seller Note and
the other Note Documents to which the Company is a party;
RESOLVED FURTHER, that the Authorized Officers of the Company be, and each of them
hereby is, authorized in the name and on behalf of the Company, from time to time, to take such
additional actions and to execute and deliver such additional certificates, instruments, notices and
documents, and from time to time to amend each of the Seller Note and each of the other Note Documents
to which the Company is a party and any related instrument or document in such manner as may be
requited ot as such Authorized Officers, ot anyone or more of them, may deem, upon advice of counsel,
necessary, advisable or proper in order to carry out and perform the obligations of the Company under
each of the Seller Note and each of the other Note Documents to which the Company is a party, all such
actions to be performed in such manner, and all such certificates, instruments, notices and documents to
be executed and delivered in such form, as the Authorized Officer or Authorized Officers performing or
executing the same shall approve, such Authorized Officer's or Authorized Officers' approval thereof to
be conclusively evidenced by the performance of any such action or such Authorized Officer's or
Authorized Officers’ execution and delivery of such certificate, instrument, notice or document; and
3. Ratificition of Past Acts
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RESOLVED FURTHER, that each and every action taken by an Authorized Officer of the
Company prior to the date of the adoption of the foregoing resolutions, which would have been
authorized but for the fact that such actions were taken prior to such date, and any amendment to the
Credit Agreement made prior to the date hereof, be, and each hereby is, ratified, approved, confirmed, and
adopted in all respects.
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CONFIDENTIAL......................................................................... ............... ............................... _________ _______ ' DEFT00000252
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WRITTEN CONSENT ACTION OF
MEMBERS
OF
TOTAL COMPUTER SOFTWARE, LLC
The undersigned, being the members (the “Members"-! of Total Computer
Software, LLC, a New York limited liability company (the "Company**1!, acting without a
meeting pursuant to the New York Limited Liability Company Law, hereby waive notice
of a meeting and hereby consent to and adopt the following resolutions, effective as of
June 13,2012, as the actions of the Members of the Company:
I. Approval of the Asset Purchase Agreement
WHEREAS, certain officers and representatives of the Company have negotiated
the principal terms of an agreement to sell substantially all of the Company’s assets to
Tiburon, Inc. (“Purchaser"), a Virginia corporation, the terms and conditions of which are
set forth in an Agreement of Purchase and Sale of Assets, in substantially the form
attached hereto as Exhibit A (the "Asset Purchase Agreement"'! among the Company and
Purchaser;
WHEREAS, the Members have determined that it is in the best interest of the
Company to enter into the Asset Purchase Agreement in substantially the form attached
hereto as Exhibit A;
WHEREAS, the Members believe that it is advisable and in the best interest of
the Company and the Members to authorize and approve the entering into, execution and
delivery of any additional documents necessary to consummate the transactions
contemplated by the Asset Purchase Agreement (the "Ancillary Asset Purchase
Agreement Documents**'!: and
WHEREAS, the Members wish to authorize and direct the officers of the
Company to consummate and perform the terms and conditions of the Asset Purchase
Agreement and the Ancillaiy Purchase Agreement Documents.
NOW, THEREFORE, BE IT RESOLVED, that that the Members authorize and
approve the execution, delivery and performance of the Asset Purchase Agreement and
the Ancillary Asset Purchase Agreement Documents (collectively, the "Acquisition
Documents”-!, substantially in the forms presented to the Members, together with such
subsequent changes that any officer may deem to be in the best interests of the Company,
and authorize the execution, delivery and performance thereof by the Company; and
RESOLVED FURTHER, that any act taken or done by any officer or agent (each,
an “Authorized Officer^ of the Company to facilitate the actions contemplated by these
resolutions is ratified and approved and the officers and agents of the Company are
authorized to take and to do such further acts and deeds, and to execute and deliver for
and in the name of the Company, such other documents, papers and instruments as are
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necessary or appropriate in order to effectuate the intent and purpose of these resolutions
and the taking of any such acts and deeds, and the execution and delivery of any such
documents, papers and instruments, is hereby ratified and approved.
II. Ratification of Officer Election
WHEREAS, the Members previously elected Vincent Tedesco as President of the
Company;
WHEREAS, pursuant to his election as President of the Company, Vincent
Tedesco is authorized and empowered to hire and employ other assistants, agents, and
employees, for whatever duties, at whatever compensation, and on whatever terms and
conditions that he.may deem necessary or desirable, and to enter into such agreements on
the Company’s behalf as he may deem necessary or desirable; and
WHEREAS, the Members wish to ratify the election of Vincent Tedesco as
President of the Company, and to ratify Vincent Tedesco’s actions as President of the
Company;
NOW, THEREFORE, BE IT RESOLVED, that the Members of the Company
hereby ratify Vincent Tedesco’s election as President of the Company, and ratify all of
the actions Vincent Tedesco has taken on behalf of the Company.
III. Genera) Authorization
BE IT RESOLVED, that each of the Authorized Officers be, and hereby is,
authorized and directed to take all such further action, and to execute and deliver all such
further instruments and documents, in the name and on behalf of the Company, as in his,
her or their judgment shall be necessary or appropriate to carry out the intent and to
accomplish the purpose of the foregoing resolutions and to make effective the agreements
of the Company herein authorized and to perform all obligations required to be
performed by the Company hereunder,
RESOLVED FURTHER, that the undersigned do each hereby consent that the
actions set forth in the foregoing resolutions will have the same force and effect as
though adopted at a duly called and convened meeting of the Members. A copy of this
Written Consent shall be filed among the records of the proceedings of the Company,
along with each agreement or document approved by the Members herein;
RESOLVED FURTHER, that any other agreements, certificates, instruments,
consents, promissory notes, notices, financing statements, waivers and other documents
to which the Company is a party, and the transactions, or actions and instruments
contemplated by or incident to the foregoing, be and hereby are authorized, confirmed,
ratified and approved; and
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RESOLVED FURTHER, lhat this written action may be executed in multiple
counterparts via handwriting or facsimile transmission, each of which shall constitute an
original, but all of which together shall form but one set of resolutions.
[Signature page follows.]
T
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IN WITNESS WHEREOF, the undersigned has executed this Written Consent in
Lieu of Meeting. This action Is effective Junefc*. 2012.
MEMBERS:
Total Computer Systems, Ltd. d/b/a Total Computer Group
Signature Page to Total Computer Software Consent
CONFIDENTIAL DEFT00000256
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Exhibit A
Asset Purchase Agreement
CONFIDENTIAL ............................. .....................................................^________ DEFT00000257
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3
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AGREEMENT OF PURCHASE
AND SALE OF ASSETS
BY AND AMONG
TOTAL COMPUTER SOFTWARE, LLC,
AS SELLER,
AND
TIBURON, INC.
AS PURCHASER
JUNE 13,2012
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AGREEMENT OF PURCHASE AND SALE OF ASSETS
This AGREEMENT OF PURCHASE AND SALE OF ASSETS (this “Agreement") is made as
ofthe 13th day ofJune 2012 by and between Tiburon, Inc., a Virginia corporation (“Purchaser”). and
Total Computer Software, LLC a New York limited liability company ('•‘Seller*’).
ElCllAfcS
A. Seller designs, develops, markets, services and supports record management,
computer aided dispatch and mobile software for public safety agencies and other commercial
customers (the “Business”).
B. Purchaser desires to purchase and acquire from Seiler and Seller desires to sell, assign
and transfer to Purchaser, the business, property, technology, assets and goodwill ofthe Business set
forth herein, on the terms and subject to the conditions of this Agreement.
AfiREEMBNX
For good and valuable consideration including the foregoing recitals and the respective
covenants, agreements, representations and warranties contained herein, the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. Unless otherwise defined, capitalized terms used herein shall have
the following meanings:
“Accounts Receivable” shall mean all accounts receivable ofthe Seller, determined in
accordance with GAAP, excluding intercompany receivables.
“Action” shall mean any action, claim, suit, litigation, proceeding, investigation,
arbitration, mediation or other dispute.
“Affiliate” shall mean a Person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the Person referred to.
“Books and Records” shall mean all of Seller’s books, ledgers, files, records,
manuals, and other materials (in any form or medium, including electronic and computer files)
related to the Business, including, but not limited to, all correspondence, personnel records of
Transferred Employees, payroll records, purchasing materials and records, vendor lists, operation
and quality control records and procedures, research and development files, Intellectual Property
disclosures and file histories, sales order files, purchase order files, advertising materials, catalogs,
brochures, mailing lists, customer files, customer lists, carrier lists and files, insurance records,
t
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subcontractor lists, distribution lists, sales and promotional materials, and all other records utilized
by Seller in connection with the Business and all computer software and data files necessary to
access or review or continue to compile or utilize any of the foregoing.
“Cause” shall mean that the Purchaser shall have the right at any time, exercisable upon
written notice, to terminate Executive’s employment for Cause. As used in this Agreement, “Cause”
shall mean that such Executive:
(i) has been convicted of, or has entered a pleading of guilty or nolo contendre to,
a felony (other than DUI or similar felony) or any crime involving fraud, theft, embezzlement
or other act of dishonesty involving the Purchaser;
(it) has directly participated in fraud, embezzlement, or other act of dishonesty
involving the Purchaser,
(iii) materially fails to perform Executive’s duties required under its employment
arrangement by or other relationship with the Purchaser (it being agreed that failure of the
Purchaserto achieve operating results or similar poorperformanceofthe Purchaser shall not,
in and of itself, be deemed a failure to perform Executive's duties), which failure is not cured
within ten (10) days following receipt by the Executive of written notice by the Purchaser;
(iv) fails to comply in all material respects with alawful directive of theBoardof
Directors of the Purchaser (the “Board”!:
(v) engages in a willful act as a result of which the Executive receives a material
and improper personal benefit at the expense of the Purchaser, or accidental act resulting in
such a benefit which Executive does not promptly report to the Purchaser and redress;
(vi) in carrying out the Executive’s duties under this Agreement or any
employment agreement, has engaged in acts or omissions constituting gross negligence or
willful misconduct resulting in, or which, in the good faith opinion of the Board, could be
reasonably expected to result in, substantial economic harm to the Purchaser or substantial
harm to the business or reputation of the Purchaser;
(yii) has failed for any reason, within ten (10)days of receipt by such Executive of
written notice thereof from the Purchaser, to correct, cease or alter any action or omission
that (A) in the good faith opinion of the Board does or may materially and adversely affect
the Purchaser’s business or operations, (B) violates ordoesnot conform with the Purchaser’s
policies, standards or regulations, (C) constitutes a material breach of this Agreement, any
employment agreement including any confidentiality agreement, or (D) constitutes a breach
of such Executive’s duty of loyalty to the Purchaser;
(viii) has disclosed any material confidential information without authorization
except as otherwise permitted by this Agreement, another agreement between the parties or
any Purchaser policy in effect at the time of disclosure; or
(ix) fails to dedicate at least forty (40) hours per week of such Executive’s time
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and efforts to the Purchaser’s business. To the extent that the failure by Executive to satisfy
such time requirement has been inadvertent (and not intentional), Purchaser shall provide
Executive with one (1) written warning of such breach. Executive shall only be provided one
(1) warning of his failure hereunder, and for the avoidance of doubt, any subsequent breach
of this subsection (ix) shall provide the Purchaser the right to immediately terminate
Executive’s employment for Cause.
For purposes of the definition of“Cause,” “Purchaser” shall include its parent and any
subsidiary, business unit or affiliate of the Purchaser with respect to which such Executive performs
its duties.
“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 19S5,
as amended.
“Code*, shall mean the Internal Revenue Code of 1986, as amended.
“Collateral Agreements” shall mean the Transition Services Agreement and the Seller
Note.
“Contracts” shal 1 mean all contracts, arrangements, licenses and other agreements to
which Seller is a party and which are related to the Business, including without limitation, all
customer agreements, reseller agreements, service agreements, maintenance agreements, sales
agency agreements, distributorship agreements, marketing agreements, purchase commitments with
suppliers, and agreements or arrangements relating to Intellectual Property.
“Current Assets” shall mean the current portion of the Purchased Assets of the
Business as of the Closing Date reflected on the Closing Date Statement, determined in accordance
with GAAP consistent with each Seller’s past practice (but to the extent such past practice is not
consistent with GAAP, GAAP shall apply); provided however, accounts receivables shall only
include the accounts receivable in relation to the employee loan in the amount of $5,365. Current
Assets shall not include any Excluded Asset, deferred Tax assets or any intercompany account
receivable.
“Current Liabilities” shall mean the current portion of ail Assumed Liabilities as of
the Closing Date as set forth on the Closing Date Statement, determined in accordance with GAAP
consistent with Seller’s past practice (but to the extent such past practice is not consistent with
GAAP, GAAP shall apply); provided however, such amounts shall include all deferred revenue and
all customer prepayments. For the avoidance of doubt, Current Liabilities shall not include any
Excluded Liability or any intercompany account payable.
“Damages” shall mean any claim, demand, loss, liability, damage or expense,
including, without limitation, interest, penalties and reasonable attorneys’, accountants’ and experts’
fees and costs of investigation and defense incurred as a result thereof.
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FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 EXHIBIT L FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 AGREEMENT OF PURCHASE AND SALE OF ASSETS BY AND AMONG TOTAL COMPUTER SOFTWARE, LLC (“SELLER”), AND TIBURON, INC. (“BUYER”) DATED JUNE 13,2012 CONFIDENTIAL ______________ " DEFT00000243 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 AGREEMENT OF PURCHASE AND SALE OF ASSETS BY AND AMONG TOTAL COMPUTER SOFTWARE, LLC (“SELLER”), AND TIBURON, INC. (“BUYER”) DATED JUNE 13,2012 Table of Contents Tab No. Pre-Closine Actions Buyer Board Consent 1 Seller Member Consent 2 Principal Transaction Documents Agreement of Purchase and Sale of Assets 3 Disclosure Schedules 4 Note 5 Closing Date Statement 6 Transition Services Agreement 7 Other Pre-Closins Matters Salient Consent to Assignment 8 Assignment of Contracts from TotalComputer Group to Buyer 9 LEGAL02/33523393v) CONFIDENTIAL DEFT00000244 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 EmDlovment and Consulting Agreements Vincent Tedesco 10 A1 Perez 11 Gregory Loehr 12 Closing Deliverables Seller Officer’s Certificate 13 Seller F1RPTA 14 Subordination Agreement 15 Buyer Officer’s Certificate 16 Exemption Certificate 17 Assignment and Assumption Agreement 18 Intellectual Property Transfer Documents 19 t 2 LEOAL02/33523393V! CONFIDENTIAL DEFT00000245 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 CONFIDENTIAL _____________ " DEFT00000246 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 TIBURON, INC. OFFICER’S CERTIFICATE This Officer’s Certificate is provided pursuant to Section 7.3 of the Agreement of Purchase and Sale of Assets (the "Purchase Agreement'), dated as of the date hereof, by and among the Company (as defined below) and Total Computer Software, LLC. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Purchase Agreement. The undersigned hereby certifies as follows: 1. That he is the duly appointed, and at this date is, President of Tiburon, Inc., a Virginia corporation (the "Company"). 2. All representations and warranties of Company contained in the Purchase Agreement are true and correct in all material respects as of the date hereof, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty is true and correct in all material respects as of such date. 3. All covenants, agreements and obligations required by the terms of the Purchase Agreement to be performed, satisfied or complied with by Purchaser at or before the date hereof have been duly and properly performed in all material respects. 4. Attached as Exhibit A is a full, true and correct copy of the resolutions adopted by the Board of Directors of the Company on Junefif] 2012 authorizing the transactions contemplated by the Purchase Agreement. [Signature pagefollows] 23106.2 CONFIDENTIAL DEFTQ00Q0247 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 I have set my hand hereto as of Jun 2012. Micliael Bealmear President (Mgnature PagetoOf cer'sCertylumJ U FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 Exhibit A Resolutions WHEREAS, the Company intends to acquire all of the Purchased Assets (as defined in the Acquisition Agreement (as defined below)) and assume all of the Assumed Liabilities (as defined in the Acquisition Agreement) of Total Computer Software, LLC, a New York limited liability company (•'Total Computer"}. pursuant to that certain Agreement of Purchase and Sale of Assets, dated as of the date hereof, between the Company and Total Computer (as amended, restated supplemented or otherwise modified from time to time, and together with all annexes, schedules and exhibits thereto the “Acquisition Agreement"}: WHEREAS, pursuant to the Acquisition Agreement the Company shall issue that certain promissory note, dated as of the date hereof, to Total Computer (os amended, restated supplemented or otherwise modified from time to time, the “SellerNote”}: WHEREAS, the Board of Directors has reviewed and discussed the terms and conditions of the proposed Acquisition Agreement and each of the other Acquisition Documents (as defined below) in connection therewith with the officers of the Company, and on the basis of such review and discussion, the Board of Directors deems it advisable and in the best interests of the Company that the Company enter into each of the Acquisition Agreement and any other Acquisition Document (as defined below) to which the Company is a party and consummate the transactions contemplated thereby; 1. Acquisition Agreement and Acquisition Documents RESOLVED, that the Board of Directors hereby approves and ratifies the execution, delivery and performance of the Acquisition Agreement (including payment of consideration for the Purchased Assets and assumption of the Assumed Liabilities) and the execution, delivery and performance of all agreements, documents or instruments which are required to be executed by the Company pursuant to the Acquisition Agreement (each, an “Acquisition Document" and collectively, the “Acquisition Documents’1}, and all such other documents that are deemed, upon advice of counsel to be necessary or advisable In order to cany out the terms and conditions of the Acquisition Agreement and the other Acquisition Documents to which the Company is a party and all documents related thereto, and that the terms and conditions of the Acquisition Agreement and such other Acquisition Documents and all related documents are hereby approved and determined to reasonably be expected to benefit, directly and indirectly, the Company; RESOLVED FURTHER, that each of the Acquisition Agreement and other Acquisition Documents to which the Company is a party together with such changes or additions to any of the foregoing as may be approved by the Chief Executive Officer, President, Chief Financial Officer, Vice President, Controller and the Secretary (each an “Authorized Officer" and collectively the “Authorized Officers”}, such approval being conclusively evidenced by such Authorized Officer's or Authorized Officers’ execution and delivery of any such agreement or instrument, and the performance by the Company of the obligations thereunder, are hereby approved, and the Authorized Officers of the Company be, and hereby are, authorized and directed to execute and deliver each of the Acquisition Agreement and the other Acquisition Documents to which the Company is a party; RESOLVED FURTHER, that the Authorized Officers of the Company be, and each of them hereby is, authorized in the name and on behalf of the Company, from time to time, to take such 23106.2 CONFIDENTIAL DEFT00000249 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 additional actions and to execute and deliver such additional certificates, instruments, notices and documents, and from time to time to amend each of the Acquisition Agreement and each of the other Acquisition Documents to which the Company is a party and any related instrument or document in such manner as may bo required or as such Authorized Officers, or anyone or more of them, may deem, upon advice of counsel, necessary, advisable or proper in order to cany out and perform the obligations of the Company under each of the Acquisition Agreement and each of the other Acquisition Documents to which the Company is a party, all such actions to be performed in such manner, and all such certificates, instruments, notices and documents to be executed and delivered in such form, as the Authorized Officer or Authorized Officers performing or executing the same shall approve, such Authorized Officer’s or Authorized Officers' approval thereof to be conclusively evidenced by the performance of any such action or such Authorized Officer's or Authorized Officers' execution and delivery of such certificate, instrument, notice or document; 2. Seiler Note and Note Documents RESOLVED, that the Board of Directors hereby approves and ratifies the issuance of the Seller Note and the execution, delivery and performance of the Seller Note and all agreements, documents or instruments which are required to be executed by the Company pursuant to the Seller Note (each, a “Note Document" and collectively, the "Note Documents’’), and all such other documents that are deemed, upon advice of counsel to be necessary or advisable in order to cany out the terms and conditions of the Seller Note and the other Note Documents to which the Company is a party and all documents related thereto, and that the terms and conditions of the Seller Note and such other Note Documents and all related documents are hereby approved and determined to reasonably be expected to benefit, directly and indirectly, the Company; RESOLVED FURTHER, that each of the Seller Note and other Note Documents to which the Company is a party together with such changes or additions to any of the foregoing as may be approved by any Authorized Officer, such approval being conclusively evidenced by such Authorized Officer's or Authorized Officers' execution and delivery of any such agreement or instrument, and the performance by the Company of the obligations thereunder, are hereby approved, and the Authorized Officers of the Company be, and hereby are, authorized and directed to execute and deliver each of the Seller Note and the other Note Documents to which the Company is a party; RESOLVED FURTHER, that the Authorized Officers of the Company be, and each of them hereby is, authorized in the name and on behalf of the Company, from time to time, to take such additional actions and to execute and deliver such additional certificates, instruments, notices and documents, and from time to time to amend each of the Seller Note and each of the other Note Documents to which the Company is a party and any related instrument or document in such manner as may be requited ot as such Authorized Officers, ot anyone or more of them, may deem, upon advice of counsel, necessary, advisable or proper in order to carry out and perform the obligations of the Company under each of the Seller Note and each of the other Note Documents to which the Company is a party, all such actions to be performed in such manner, and all such certificates, instruments, notices and documents to be executed and delivered in such form, as the Authorized Officer or Authorized Officers performing or executing the same shall approve, such Authorized Officer's or Authorized Officers' approval thereof to be conclusively evidenced by the performance of any such action or such Authorized Officer's or Authorized Officers’ execution and delivery of such certificate, instrument, notice or document; and 3. Ratificition of Past Acts 231062 CONFIDENTIAL DEFT00000250 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 RESOLVED FURTHER, that each and every action taken by an Authorized Officer of the Company prior to the date of the adoption of the foregoing resolutions, which would have been authorized but for the fact that such actions were taken prior to such date, and any amendment to the Credit Agreement made prior to the date hereof, be, and each hereby is, ratified, approved, confirmed, and adopted in all respects. 23106.2 CONFIDENTIAL DEFT00000251 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 CONFIDENTIAL......................................................................... ............... ............................... _________ _______ ' DEFT00000252 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 WRITTEN CONSENT ACTION OF MEMBERS OF TOTAL COMPUTER SOFTWARE, LLC The undersigned, being the members (the “Members"-! of Total Computer Software, LLC, a New York limited liability company (the "Company**1!, acting without a meeting pursuant to the New York Limited Liability Company Law, hereby waive notice of a meeting and hereby consent to and adopt the following resolutions, effective as of June 13,2012, as the actions of the Members of the Company: I. Approval of the Asset Purchase Agreement WHEREAS, certain officers and representatives of the Company have negotiated the principal terms of an agreement to sell substantially all of the Company’s assets to Tiburon, Inc. (“Purchaser"), a Virginia corporation, the terms and conditions of which are set forth in an Agreement of Purchase and Sale of Assets, in substantially the form attached hereto as Exhibit A (the "Asset Purchase Agreement"'! among the Company and Purchaser; WHEREAS, the Members have determined that it is in the best interest of the Company to enter into the Asset Purchase Agreement in substantially the form attached hereto as Exhibit A; WHEREAS, the Members believe that it is advisable and in the best interest of the Company and the Members to authorize and approve the entering into, execution and delivery of any additional documents necessary to consummate the transactions contemplated by the Asset Purchase Agreement (the "Ancillary Asset Purchase Agreement Documents**'!: and WHEREAS, the Members wish to authorize and direct the officers of the Company to consummate and perform the terms and conditions of the Asset Purchase Agreement and the Ancillaiy Purchase Agreement Documents. NOW, THEREFORE, BE IT RESOLVED, that that the Members authorize and approve the execution, delivery and performance of the Asset Purchase Agreement and the Ancillary Asset Purchase Agreement Documents (collectively, the "Acquisition Documents”-!, substantially in the forms presented to the Members, together with such subsequent changes that any officer may deem to be in the best interests of the Company, and authorize the execution, delivery and performance thereof by the Company; and RESOLVED FURTHER, that any act taken or done by any officer or agent (each, an “Authorized Officer^ of the Company to facilitate the actions contemplated by these resolutions is ratified and approved and the officers and agents of the Company are authorized to take and to do such further acts and deeds, and to execute and deliver for and in the name of the Company, such other documents, papers and instruments as are lEGAi.02/33324635v2 CONFIDENTIAL DEFT00000253 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 necessary or appropriate in order to effectuate the intent and purpose of these resolutions and the taking of any such acts and deeds, and the execution and delivery of any such documents, papers and instruments, is hereby ratified and approved. II. Ratification of Officer Election WHEREAS, the Members previously elected Vincent Tedesco as President of the Company; WHEREAS, pursuant to his election as President of the Company, Vincent Tedesco is authorized and empowered to hire and employ other assistants, agents, and employees, for whatever duties, at whatever compensation, and on whatever terms and conditions that he.may deem necessary or desirable, and to enter into such agreements on the Company’s behalf as he may deem necessary or desirable; and WHEREAS, the Members wish to ratify the election of Vincent Tedesco as President of the Company, and to ratify Vincent Tedesco’s actions as President of the Company; NOW, THEREFORE, BE IT RESOLVED, that the Members of the Company hereby ratify Vincent Tedesco’s election as President of the Company, and ratify all of the actions Vincent Tedesco has taken on behalf of the Company. III. Genera) Authorization BE IT RESOLVED, that each of the Authorized Officers be, and hereby is, authorized and directed to take all such further action, and to execute and deliver all such further instruments and documents, in the name and on behalf of the Company, as in his, her or their judgment shall be necessary or appropriate to carry out the intent and to accomplish the purpose of the foregoing resolutions and to make effective the agreements of the Company herein authorized and to perform all obligations required to be performed by the Company hereunder, RESOLVED FURTHER, that the undersigned do each hereby consent that the actions set forth in the foregoing resolutions will have the same force and effect as though adopted at a duly called and convened meeting of the Members. A copy of this Written Consent shall be filed among the records of the proceedings of the Company, along with each agreement or document approved by the Members herein; RESOLVED FURTHER, that any other agreements, certificates, instruments, consents, promissory notes, notices, financing statements, waivers and other documents to which the Company is a party, and the transactions, or actions and instruments contemplated by or incident to the foregoing, be and hereby are authorized, confirmed, ratified and approved; and 2 LEGAL02/33324635v2 CONFIDENTIAL DEFT00000254 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 RESOLVED FURTHER, lhat this written action may be executed in multiple counterparts via handwriting or facsimile transmission, each of which shall constitute an original, but all of which together shall form but one set of resolutions. [Signature page follows.] T 3 LGOAL02/3332463Sv2 CONFIDENTIAL DEFT00000255 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 IN WITNESS WHEREOF, the undersigned has executed this Written Consent in Lieu of Meeting. This action Is effective Junefc*. 2012. MEMBERS: Total Computer Systems, Ltd. d/b/a Total Computer Group Signature Page to Total Computer Software Consent CONFIDENTIAL DEFT00000256 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 Exhibit A Asset Purchase Agreement CONFIDENTIAL ............................. .....................................................^________ DEFT00000257 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 3 O O FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 AGREEMENT OF PURCHASE AND SALE OF ASSETS BY AND AMONG TOTAL COMPUTER SOFTWARE, LLC, AS SELLER, AND TIBURON, INC. AS PURCHASER JUNE 13,2012 I.EGAL02/332556l3v7 CONFIDENTIAL DEFT00000259 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 AGREEMENT OF PURCHASE AND SALE OF ASSETS This AGREEMENT OF PURCHASE AND SALE OF ASSETS (this “Agreement") is made as ofthe 13th day ofJune 2012 by and between Tiburon, Inc., a Virginia corporation (“Purchaser”). and Total Computer Software, LLC a New York limited liability company ('•‘Seller*’). ElCllAfcS A. Seller designs, develops, markets, services and supports record management, computer aided dispatch and mobile software for public safety agencies and other commercial customers (the “Business”). B. Purchaser desires to purchase and acquire from Seiler and Seller desires to sell, assign and transfer to Purchaser, the business, property, technology, assets and goodwill ofthe Business set forth herein, on the terms and subject to the conditions of this Agreement. AfiREEMBNX For good and valuable consideration including the foregoing recitals and the respective covenants, agreements, representations and warranties contained herein, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. Unless otherwise defined, capitalized terms used herein shall have the following meanings: “Accounts Receivable” shall mean all accounts receivable ofthe Seller, determined in accordance with GAAP, excluding intercompany receivables. “Action” shall mean any action, claim, suit, litigation, proceeding, investigation, arbitration, mediation or other dispute. “Affiliate” shall mean a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person referred to. “Books and Records” shall mean all of Seller’s books, ledgers, files, records, manuals, and other materials (in any form or medium, including electronic and computer files) related to the Business, including, but not limited to, all correspondence, personnel records of Transferred Employees, payroll records, purchasing materials and records, vendor lists, operation and quality control records and procedures, research and development files, Intellectual Property disclosures and file histories, sales order files, purchase order files, advertising materials, catalogs, brochures, mailing lists, customer files, customer lists, carrier lists and files, insurance records, t LEGAL02/33255613v7 CONFIDENTIAL DEFT00000260 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 subcontractor lists, distribution lists, sales and promotional materials, and all other records utilized by Seller in connection with the Business and all computer software and data files necessary to access or review or continue to compile or utilize any of the foregoing. “Cause” shall mean that the Purchaser shall have the right at any time, exercisable upon written notice, to terminate Executive’s employment for Cause. As used in this Agreement, “Cause” shall mean that such Executive: (i) has been convicted of, or has entered a pleading of guilty or nolo contendre to, a felony (other than DUI or similar felony) or any crime involving fraud, theft, embezzlement or other act of dishonesty involving the Purchaser; (it) has directly participated in fraud, embezzlement, or other act of dishonesty involving the Purchaser, (iii) materially fails to perform Executive’s duties required under its employment arrangement by or other relationship with the Purchaser (it being agreed that failure of the Purchaserto achieve operating results or similar poorperformanceofthe Purchaser shall not, in and of itself, be deemed a failure to perform Executive's duties), which failure is not cured within ten (10) days following receipt by the Executive of written notice by the Purchaser; (iv) fails to comply in all material respects with alawful directive of theBoardof Directors of the Purchaser (the “Board”!: (v) engages in a willful act as a result of which the Executive receives a material and improper personal benefit at the expense of the Purchaser, or accidental act resulting in such a benefit which Executive does not promptly report to the Purchaser and redress; (vi) in carrying out the Executive’s duties under this Agreement or any employment agreement, has engaged in acts or omissions constituting gross negligence or willful misconduct resulting in, or which, in the good faith opinion of the Board, could be reasonably expected to result in, substantial economic harm to the Purchaser or substantial harm to the business or reputation of the Purchaser; (yii) has failed for any reason, within ten (10)days of receipt by such Executive of written notice thereof from the Purchaser, to correct, cease or alter any action or omission that (A) in the good faith opinion of the Board does or may materially and adversely affect the Purchaser’s business or operations, (B) violates ordoesnot conform with the Purchaser’s policies, standards or regulations, (C) constitutes a material breach of this Agreement, any employment agreement including any confidentiality agreement, or (D) constitutes a breach of such Executive’s duty of loyalty to the Purchaser; (viii) has disclosed any material confidential information without authorization except as otherwise permitted by this Agreement, another agreement between the parties or any Purchaser policy in effect at the time of disclosure; or (ix) fails to dedicate at least forty (40) hours per week of such Executive’s time 2 LEGAL02/33255613v7 CONFIDENTIAL DEFT00000261 FILED: SUFFOLK COUNTY CLERK 02/20/2023 02/12/2020 09:51 07:52 PM INDEX NO. 063193/2013 NYSCEF DOC. NO. 553 377 RECEIVED NYSCEF: 02/20/2023 02/12/2020 and efforts to the Purchaser’s business. To the extent that the failure by Executive to satisfy such time requirement has been inadvertent (and not intentional), Purchaser shall provide Executive with one (1) written warning of such breach. Executive shall only be provided one (1) warning of his failure hereunder, and for the avoidance of doubt, any subsequent breach of this subsection (ix) shall provide the Purchaser the right to immediately terminate Executive’s employment for Cause. For purposes of the definition of“Cause,” “Purchaser” shall include its parent and any subsidiary, business unit or affiliate of the Purchaser with respect to which such Executive performs its duties. “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 19S5, as amended. “Code*, shall mean the Internal Revenue Code of 1986, as amended. “Collateral Agreements” shall mean the Transition Services Agreement and the Seller Note. “Contracts” shal 1 mean all contracts, arrangements, licenses and other agreements to which Seller is a party and which are related to the Business, including without limitation, all customer agreements, reseller agreements, service agreements, maintenance agreements, sales agency agreements, distributorship agreements, marketing agreements, purchase commitments with suppliers, and agreements or arrangements relating to Intellectual Property. “Current Assets” shall mean the current portion of the Purchased Assets of the Business as of the Closing Date reflected on the Closing Date Statement, determined in accordance with GAAP consistent with each Seller’s past practice (but to the extent such past practice is not consistent with GAAP, GAAP shall apply); provided however, accounts receivables shall only include the accounts receivable in relation to the employee loan in the amount of $5,365. Current Assets shall not include any Excluded Asset, deferred Tax assets or any intercompany account receivable. “Current Liabilities” shall mean the current portion of ail Assumed Liabilities as of the Closing Date as set forth on the Closing Date Statement, determined in accordance with GAAP consistent with Seller’s past practice (but to the extent such past practice is not consistent with GAAP, GAAP shall apply); provided however, such amounts shall include all deferred revenue and all customer prepayments. For the avoidance of doubt, Current Liabilities shall not include any Excluded Liability or any intercompany account payable. “Damages” shall mean any claim, demand, loss, liability, damage or expense, including, without limitation, interest, penalties and reasonable attorneys’, accountants’ and experts’ fees and costs of investigation and defense incurred as a result thereof.