EXHIBIT 10.4
SALE/PURCHASE OF ASSETS AGREEMENT
This Sale/Purchase of Assets Agreement is entered into this 19 th , day of August, 2003, by SMTC Corporation, a Delaware
corporation (“Parent”), SMTC Manufacturing Corporation of Wisconsin, a Wisconsin corporation (“Seller”), and Pensar
Electronic Solutions, LLC, a Wisconsin limited liability company (“Purchaser”).
WHEREAS, Seller operates an electronics manufacturing facility located at 2222 East Pensar Drive, Appleton, Wisconsin
(the “Appleton Facility”), and owns various real estate, equipment, inventories, contract rights, and miscellaneous assets used
in connection with the operation of its business at such facility; and
WHEREAS, Purchaser desires to acquire substantially all the assets used or useful, or intended to be used, in the
continuing operation of Seller’s Appleton, Facility (with the exception of Seller’s product design department and sales
personnel located within the Appleton Facility), and Seller desires to sell such assets to Purchaser; and
NOW THEREFORE, in consideration of these premises and of the mutual covenants contained hereafter and other good
and valuable consideration, Parent, Seller and Purchaser agree as follows:
Section 1. Sale of Accounts Receivable . Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, the
accounts receivable identified on the attached Schedule 1, Accounts Receivable – as of June 29, 2003 listing, (the “Accounts
Receivable”).
Section 2. Assets Purchased; Liabilities Assumed .
2.1. Assets Purchased . Seller agrees to sell and assign to Purchaser and Purchaser agrees to purchase from Seller, on the
terms and conditions set forth in this Agreement, the assets set forth on Schedule 2.1 attached hereto and incorporated by
reference herein which shall include, to the extent permitted, Seller’s rights to the software so listed. (the “Assets”). The Assets
are being sold to Purchaser, and Purchaser agrees to purchase the Assets from Seller