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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated November 10, 2000, is by and among Datalink
Corporation, a Minnesota corporation ("Datalink"), Opensystems.com, Inc., a Massachusetts corporation ("Opensystems") and
Lynn Mormann (the "Stockholder").
WHEREAS, Opensystems is engaged in the business of designing and implementing data storage systems through its
Appliance Division (the "Division");
WHEREAS , Datalink is also engaged in data storage business and directly, or through a wholly-owned subsidiary
incorporated for purposes of this transaction ("Subsidiary"), desires to acquire and buy, and Opensystems desires to transfer
and sell, certain of the tangible and intangible assets owned by Opensystems which are used directly and principally by the
Division, pursuant to the terms and conditions of this Agreement;
WHEREAS , as an inducement for and condition to Datalink entering into this Agreement, Opensystems and Stockholder
have agreed to be bound by a noncompetition agreement on the terms and conditions described below, and certain of
Opensystems' employees have agreed to become employed and enter into noncompetition agreements with Datalink
satisfactory to Datalink; and
WHEREAS , each of the parties to this Agreement desires to make certain representations, warranties and agreements in
connection with the transaction contemplated herein and also to prescribe various conditions thereto.
THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
SECTION 1. DEFINITIONS
Unless otherwise defined elsewhere in this Agreement, as used in this Agreement and any exhibits or schedules hereto, the
following words and phrases shall have the meanings set forth below:
"Act" shall mean the Securities Act of 1933, as amended.
"Authorization" and "Authorizations