ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (“ Agreement ”) is made and entered into effective as of August 1, 2004 (“
Effective Date ”) by and between XETA TECHNOLOGIES, INC. , an Oklahoma corporation (“ Purchaser ”), and BLUEJACK
SYSTEMS, L.L.C. , a Washington limited liability company (“ Seller ”) and GREG FORREST (the “ Seller Principal ”).
A. Seller is a supplier of converged telephony and data cabling systems, providing a full range of telecommunication,
data and cable network products and services to small- and medium-sized businesses throughout the Puget Sound region and
the continental United States of America (the “ Business ”), and the Seller Principal owns all of the issued and outstanding
membership interest of Seller.
B. Seller desires to sell the Business to Purchaser as a going concern and in connection therewith to sell
substantially all of Seller’s assets to Purchaser, and Purchaser desires to purchase such Business and assets, and to assume
certain of Seller’s liabilities relating thereto, upon the terms and conditions set forth in this Agreement (the “ Asset Purchase ”).
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
TERMS AND INTERPRETATION
1.1 Definitions . Capitalized terms used in this Agreement shall have the following meanings:
1.1.1 “ Affiliate ” of, or “ Affiliated ” with, a specified person or entity means a person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified
person or entity.
1.1.2 “ Acquired Business ” means the Assets acquired by Purchaser with the Assumed Liabilities.
1.1.3 “ Assets ”