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Exhibit
2.2
BILL OF
SALE, ASSIGNMENT,
AND ASSUMPTION AGREEMENT
THIS
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“Bill of Sale and Assumption” ), dated as of
August 1, 2004 (the “Closing Date” ), is
made and delivered by and between BLUEJACK SYSTEMS, L.L.C.,
a Washington limited liability company (
“Seller” ), and XETA TECHNOLOGIES, INC.,
an Oklahoma corporation ( “Assignee”
).
This
Bill of Sale and Assumption is being executed and delivered
pursuant to the terms of that certain Asset Purchase Agreement
dated effective of even date herewith (the “Acquisition
Agreement” ), by and among Seller, Assignee and GREG
FORREST, Seller’s sole member.
Recitals:
WHEREAS,
the Acquisition Agreement provides, among other things, for
Seller’s sale, transfer and assignment, and Assignee’s
purchase, of all or substantially all of Seller’s assets and
for Assignee’s assumption of only certain of its
liabilities;
WHEREAS,
capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Acquisition
Agreement.
NOW,
THEREFORE, pursuant to the Acquisition Agreement, in consideration
for the premises and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Seller
hereby sells, transfers, assign
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