Exhibit 2.0
AGREEMENT
THIS
AGREEMENT (this “ Agreement ”) is entered into
as of the 8th day of July, 2005, by and among XETA TECHNOLOGIES,
INC. , an Oklahoma corporation (“ XETA ”),
BLUEJACK SYSTEMS, L.L.C. , a Washington limited liability
company (“ Bluejack ”), and GREG FORREST
(“ Forrest ”).
Recitals :
A. XETA,
Bluejack and Forrest are parties to an Asset Purchase Agreement
dated effective as of August 1, 2004 (“ Purchase
Agreement ”).
B. Capitalized
terms used and not otherwise defined herein have the meanings
assigned to them in the Purchase Agreement.
C. Pursuant
to the Purchase Agreement, Bluejack is entitled to receive, in
addition to the Cash Portion of the Purchase Price received at
Closing, a five-year Earnout (as more particularly described in the
Purchase Agreement).
D. Bluejack
and Forrest are willing to relinquish the right to payment of the
Earnout (and any portion thereof) in consideration of XETA’s
agreement to the terms of this Agreement.
Terms and Conditions
In
consideration of the foregoing premises, and for other good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as
follows:
1. Bluejack
and Forrest agree to relinquish all right to payment of the
Earnout.
2. XETA
agrees to pay to Bluejack the sum of Fifty Thousand ($50,000)
dollars and to issue to Bluejack One Hundred Thousand (100,000)
shares of restricted common stock of XETA (the “
Restricted Shares ”), which shares shall be restricted
against transfer and may not be sold, pledged or otherwise
transferred by Bluejack during the restriction period (the “
Restricted Period ”), which shall be as
follows:
50,000
of the Restricted Shares will be restricted until the 2
nd anniversary of the Issue Date;
25,000
of the Restricted Shares will be restricted until the 3
rd anniversary of the Issue Date;
25,000
of the Restricted Shares will be restricted until the 4
th anniversary of the Issue Date.
3. Bluejack
acknowledges and understands that (i) the Restricted Shares are
also “restricted securities” as that term is defined
under Rule 144 of the Securi
