ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made and entered into as of the 10
day of May, 2010, by and among XETA TECHNOLOGIES, INC. , an Oklahoma corporation (“ Purchaser
”), HOTEL TECHNOLOGY SOLUTIONS, INC. , a Delaware corporation d/b/a Lorica Solutions (“
Seller ”) and ENHANCED CAPITAL NEW YORK FUND III, LLC, ENHANCED CAPITAL NEW
YORK FUND II, LLC , STONEHENGE CAPITAL FUND NEW YORK, LLC, SEABURY CAPITAL
LLC , and MARK HOLZBERG (collectively, the “ Seller Principals ”) (joining solely for purpose of certain
representations and warranties made by them pursuant to Article V hereof).
A. Seller is engaged in the design, installation and maintenance of converged managed networks for
hotels such as Starwood, Marriott, Hilton, Mandarin-Oriental, Choice, Intercontinental and Radisson, including
deployment, monitoring, and support for wired and wireless high speed Internet and proactive management of in-
room legacy networks (the “ Business ”).
B. Seller desires to sell and convey to Purchaser, and Purchaser desires to purchase and acquire
from Seller as a going concern all or substantially all of the assets of Seller used or useful in the Business
(including all accounts and notes receivable, chattel paper, inventory, software, pre-paid expenses, equipment,
real property and leasehold estates, all subsisting service contracts and contract rights, intellectual property,
permits, licenses and general intangibles, including the Lorica Solutions trade name, and all other material assets
which are necessary to successfully operate the Business), together with all associated goodwill, on the terms
more particularly hereinafter set forth.
Terms and Conditions
In consideration of the foregoing premises, which are hereby incorporated by reference herein as
operative terms of this Agreement, and for other good and valuable consideration the receip