ASSET PURCHASE AGREEMENT BETWEEN ENTEGREAT SOLUTIONS, LLC AND TECHNOLOGY SOLUTIONS COMPANY Effective as of April 30, 2008

Exhibit 10.1

ASSET PURCHASE AGREEMENT

BETWEEN

ENTEGREAT SOLUTIONS, LLC

AND

TECHNOLOGY SOLUTIONS COMPANY

Effective as of April 30, 2008

TABLE OF CONTENTS


ARTICLE I. PURCHASE AND SALE OF ASSETS			1
Section 1.1 Conveyance and Transfer of Assets			1
Section 1.2 Assumption of Liabilities and Obligations			2
Section 1.3 Prorations			3
Section 1.4 Purchase Price			3
Section 1.5 Payment of Cash Purchase Price			3
Section 1.6 Purchase Price Adjustments			4
Section 1.7 Allocation of Purchase Price			6
ARTICLE II. THE CLOSING			6
Section 2.1 Date and Place			6
Section 2.2 Delivery of Documents			6
ARTICLE III. RELATED TRANSACTIONS			6
Section 3.1 Employment Agreements			6
Section 3.2 Transition Services Agreement			7
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER			7
Section 4.1 Corporate Organization			7
Section 4.2 Corporate Authority; Authorization of Agreement			7
Section 4.3 No Violation			7
Section 4.4 Financial Statements			7
Section 4.5 No Undisclosed Liabilities			8
Section 4.6 Absence of Changes			8
Section 4.7 Title to Properties; Encumbrances			9
Section 4.8 Sufficiency of Assets			9
Section 4.9 Real Property			9
Section 4.10 Leases			10
Section 4.11 Condition of Tangible Assets			10
Section 4.12 Accounts Receivable			10
Section 4.13 Intellectual Property Matters			10
Section 4.14 Contracts and Commitments			11
Section 4.15 Insurance			11
Section 4.16 Compliance with Laws			11
Section 4.17 Employment Matters			12
Section 4.18 Employee Benefit Plans and Arrangements			12
Section 4.19 Litigation			13
Section 4.20 Governmental Consents			13
Section 4.21 Other Consents			13
Section 4.22 Environmental Matters			13
Section 4.23 Product and Service Warranty			14
Section 4.24 Product and Service Liability			14
Section 4.25 Customers, Suppliers and Sales Representatives			14
Section 4.26 Guarantees			14
Section 4.27 Brokers or Finders			14


Section 4.28 Taxes			14
Section 4.29 Full Disclosure			15
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER			15
Section 5.1 Organization			15
Section 5.2 Authorization			15
Section 5.3 No Violation			15
Section 5.4 Governmental Consents			16
Section 5.5 Other Consents			16
Section 5.6 No Brokers			16
Section 5.7 Financial Statements			16
Section 5.8 Insurance.			16
Section 5.9 Compliance With the Law			17
Section 5.10 Litigation			17
Section 5.11 Full Disclosure			17
ARTICLE VI. CERTAIN COVENANTS OF SELLER			17
Section 6.1 Satisfaction of Conditions			17
ARTICLE VII. CERTAIN COVENANTS OF PURCHASER			17
Section 7.1 Satisfaction of Conditions			17
ARTICLE VIII. ADDITIONAL COVENANTS AND AGREEMENTS			18
Section 8.1 Payment of Taxes and Certain Expenses			18
Section 8.2 Noncompetition; Nonsolicitation; Nondisclosure			19
Section 8.3 Mail Received After Closing			19
Section 8.4 Cooperation and Records Retention			20
Section 8.5 Offers of Employment			20
Section 8.6 Further Assurances			20
ARTICLE IX. CONDITIONS TO THE OBLIGATIONS OF PURCHASER			20
Section 9.1 Representations and Warranties True			20
Section 9.2 Compliance with this Agreement			20
Section 9.3 Documents to be Delivered			20
Section 9.4 Consents, Releases and Approvals			21
Section 9.5 No Injunctions			21
Section 9.6 Material Adverse Changes			21
ARTICLE X. CONDITIONS TO THE OBLIGATIONS OF SELLER			22
Section 10.1 Representations and Warranties True			22
Section 10.2 Compliance with this Agreement			22
Section 10.3 Payment of Purchase Price			22
Section 10.4 Documents to be Delivered			22
Section 10.5 No Injunction			22
ARTICLE XI. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION			22
Section 11.1 Survival of Representations and Warranties			23
Section 11.2 Indemnification by Seller			23
Section 11.3 Indemnification by Purchaser			23

iii


Section 11.4 Limitation on Amount			23
Section 11.5 Notice of Claims			24
ARTICLE XII. MISCELLANEOUS PROVISIONS			24
Section 12.1 Amendment			26
Section 12.2 Waiver of Compliance			26
Section 12.3 Notices			26
Section 12.4 Specific Performance			27
Section 12.5 Expenses			27
Section 12.6 Severability			27
Section 12.7 Assignment			27
Section 12.8 Dispute Resolution			27
Section 12.9 Governing Law			28
Section 12.10 Counterparts			28
Section 12.11 Headings			28
Section 12.12 Entire Agreement			28
Section 12.13 Third Parties			28
Section 12.14 Performance Following Closing			28
Section 12.15 Certain Definitions			28

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of this 30^th day of April, 2008 by and between TECHNOLOGY SOLUTIONS COMPANY, a Delaware corporation (the “Seller”), and ENTEGREAT SOLUTIONS, LLC, a Delaware limited liability company (“Purchaser”).

WITNESSETH:

WHEREAS, Seller desires to sell to Purchaser substantially all of the assets, certain liabilities, properties, operations and business relating to its SAP Consulting Practice (the “SAP Practice”), which is engaged in the business of providing supply chain and business process management, consulting, and related products and services; and Purchaser desires to purchase from Seller such assets, liabilities, properties and business, as set forth below and in the attached schedules, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

PURCHASE AND SALE OF ASSETS

Section 1.1 Conveyance and Transfer of Assets Upon the terms and subject to all of the conditions contained herein and the performance by each of the parties hereto of their respective obligations hereunder, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell and deliver to Purchaser at the Closing (hereinafter defined) the assets of the Seller’s SAP Practice set forth in Schedule 1.1(a) hereto (the “Assets”); assign the services agreements set forth in Schedule 1.1(b) hereto (the “Services Agreements’) and transfer other properties of the business which are set forth in this section, Section 1.1 (i) through (viii); all of which shall constitute “Transferred Assets” as defined in this Agreement free and clear of all liens, claims, encumbrances, charges, security interests or restrictions of any type whatsoever (“Encumbrances”), other than the Assumed Liabilities (as defined in Section 1.2 hereof) to be assumed by Purchaser as set forth in Section 1.2 hereof:

(i) all of the intangible rights and property of the SAP Practice utilized exclusively in the SAP Practice, including all such trademarks, trade names, service marks, inventions, patents, patent rights, applications for patents, similar rights, trade secrets, know-how, processes, product mixes, software, licenses, including software licenses, designs, going concern value and goodwill, and website content directly related to the SAP Practice;

(ii) all marketing studies, customer lists, files, supplier files, sales agent and manufacturers’ representatives’ files, credit files, credit data, appraisals, valuations, and consulting studies used by the SAP Practice and all other records and reports used exclusively by the SAP Practice and all computers, computer programs, computer software, computer manuals, flowcharts, printouts, data files, program documentation and related materials and copies used exclusively by the SAP Practice, excluding any like items previously mentioned, which are used to run the daily operations of Seller’s other businesses;

(iii) all deposits (other than income tax deposits) and the appropriate amount of all expenses and deferred charges that have been prepaid or paid in advance by Seller prior to the Closing that directly relate to the SAP Practice (“Pre-Paid Obligations”);

(iv) all accounts receivable of the SAP Practice, other than those excluded pursuant to Section 1.6 hereof (the “Accounts Receivable”);

(v) all of Seller’s right, title and interest in and to all contracts, licenses and agreements of Seller relating to the SAP Practice that are transferable, including personal property leases, all contracts and agreements with customers and suppliers of Seller relating to the SAP Practice entered into in the ordinary course of business, including open orders) (the “Contracts”), including those described on Schedules 4.10 and 4.14 hereto;

(vi) all stationery and other printed material, office supplies, catalogs and circulars, telephone, telecopy and email addresses and listings directly related to the SAP Practice, and the right to receive mail and other communications and shipments of merchandise addressed to the SAP Practice;

(vii) all files, records and documentation relating to the SAP Practice; and

(viii) all of Seller’s right, title and interest in and to all of the SAP Practice’s service agreements, maintenance agreements and express and implied warranties of third parties that continue in effect after the Closing.

Section 1.2 Assumption of Liabilities and Obligations

(a) As of the Closing Date and subject to the limitations set forth in this Section and Section 1.3 below, Purchaser shall assume and pay, discharge and perform all of the liabilities set forth in Schedule 1.2(a) hereto (the “Assumed Liabilities”) which shall include the following:

(i) all obligations and liabilities of Seller under any service agreements and other Contracts, relating to the time period after the Closing (the “Assumed Contract Liabilities”);

(ii) the SAP Current Liabilities (as defined in Section 1.6); and

(iii) those obligations and liabilities specifically set forth in Schedule 1.2(a) hereto.

(b) Except for the Assumed Liabilities, Purchaser shall not assume or otherwise agree to pay, discharge or perform any other liabilities or obligations of Seller in respect of the SAP Practice of Seller (whether accrued, absolute, contingent or otherwise, whether or not disputed, or whether or not disclosed to Purchaser), and the Transferred Assets shall be transferred, assigned and conveyed to Purchaser free and clear of all Encumbrances (other than the Assumed Liabilities).

(c) Seller shall remain responsible for the payment of those liabilities and obligations of Seller which relate to the SAP Practice other than Assumed Liabilities.

(d) Except as set forth in Schedule 1.2(d), Purchaser shall assume all warranty claims other than warranty claims for work performed and completed prior to Closing. Purchaser shall provide services on behalf of Seller with respect to any such warranty claims made for work performed and completed prior to Closing and in such event Seller shall pay Purchaser at Purchaser’s standard warranty rates for any such services;

Section 1.3 Prorations Except as otherwise specifically provided in this Agreement, real and personal property taxes and assessments levied against the Transferred Assets, property and equipment rentals, and similar prepaid and deferred items shall be prorated between Purchaser and Seller in accordance with the principle that Seller shall be responsible for such liabilities allocable to the conduct of the SAP Practice for the period prior to the Closing, and Purchaser shall be responsible only for such liabilities allocable to the conduct of the Business by Purchaser following the Closing. Seller and Purchaser shall deliver a statement setting forth such prorations at the time of making any such proration payment. Any prorations will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party occurring no later than 30 days after the actual amount becomes known.

Section 1.4 Purchase Price. Subject to the terms and conditions hereof, in consideration of the sale, transfer, conveyance, assignment and delivery of the Transferred Assets and for the rights to receive and rely upon the representations, warranties, covenants and agreements of Seller, the Purchaser (x) shall pay Five Million One Hundred Twenty One Thousand Three Hundred and Twenty Six and No/100 Dollars ($5,121,326) to be adjusted in accordance with the terms of Section 1.6 hereof (the “Cash Purchase Price”) and (y) shall assume the Assumed Liabilities (the “Purchase Price”).

Section 1.5 Payment of Cash Purchase Price. The Cash Purchase Price payable at Closing shall be paid in the following manner:

(a) At the Closing, Purchaser shall pay to Seller an amount equal to the Estimated Cash Purchase Price (as defined in Section 1.6 below) minus Seven Hundred Fifty Thousand Dollars ($750,000) by wire transfer of immediately available funds to an account designated by Seller in writing prior to Closing; and

(b) At the Closing, Purchaser shall execute a promissory note in form attached hereto as EXHIBIT A (the “Promissory Note”) evidencing Purchaser’s subordinated obligation to pay Seven Hundred Fifty Thousand Dollars ($750,000) to Seller under the terms thereof.

Section 1.6 Purchase Price Adjustments

(a) For purposes of this Agreement, “Price Adjustment Amount” means the amount (which may be positive or negative) by which the Net Working Capital exceeds Two Million One Hundred Twenty One Thousand and Three Hundred and Twenty Six Dollars ($2,121,326), the calculation of which is reflected on Schedule 1.6 hereto (the “Target Working Capital”). “Net Working Capital” means the amount by which (i) the aggregate book value of all Current Assets of the SAP Practice included in the Transferred Assets, net of applicable returns and allowances, determined in accordance with generally accepted accounting principles consistently applied (“GAAP”) (the “SAP Practice Current Assets”), exceeds (ii) the aggregate book value of all Current Liabilities included in the Assumed Liabilities, determined in accordance with GAAP (the “SAP Current Liabilities”). “Current Assets” shall mean the Accounts Receivable, Inventory and Pre-Paid Obligations of the SAP Practice and included in the Transferred Assets. Current Liabilities shall mean the accounts payable, accrued expenses including billable and non-billable expenses, and commissions of the SAP Practice and related equipment leases expenses that are pursuant to Contracts of the SAP Practice.

(b) Seller shall deliver to Purchaser not less than three (3) days prior to the Closing an unaudited statement of Working Capital (the “Estimated Closing Date Working Capital Statement”) setting forth the estimated Working Capital of the SAP Practice as of the close of business on a date which is not more than three (3) business days prior to the Closing Date (the “Estimated Closing Date Working Capital”). If the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, is greater than Two Million One Hundred Twenty One Thousand and Three Hundred and Twenty Six Dollars ($2,121,326), which is the amount of the Target Working Capital, then the Cash Purchase Price shall be increased on a dollar-by-dollar basis by an amount equal to the amount which such Estimated Closing Date Working Capital is greater than the Target Working Capital. If the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, is less than the Target Working Capital, then the Cash Purchase Price shall be reduced on a dollar-by-dollar basis by an amount equal to the amount by which such Estimated Closing Date Working Capital is less than the Target Working Capital. The adjustment amount shall be the Price Adjustment Amount and the Cash Purchase Price as so adjusted by such amount shall be the Estimated Cash Purchase Price.

(c) As promptly as practicable after the Closing Date (but in no event later than thirty (30) days after the Closing Date), Seller, in consultation with Purchaser, will prepare and deliver to Purchaser a statement of Working Capital (the “Preliminary Closing Date Working Capital Statement”) setting forth the Working Capital of the SAP Practice as of the close of business on the day immediately preceding the Closing Date prepared in accordance with GAAP.

(d) If Purchaser agrees with the Preliminary Closing Date Working Capital Statement, then the Preliminary Closing Date Working Capital Statement shall be deemed to be the Final Closing Date Working Capital Statement (as defined in this Section 1.6(d)). If Purchaser does not agree with the Preliminary Closing Date Working Capital Statement, Purchaser will deliver to Seller a statement describing the basis for any such claim within 30 days after receiving the Preliminary Closing Date Working Capital Statement. If Purchaser does not deliver such a statement, Purchaser shall be deemed to have agreed to the Preliminary

Closing Date Working Capital Statement. Purchaser and Seller will in good faith attempt to resolve any disputes themselves within ten business (10) days of Seller receiving Purchaser’s notice. If, however, Purchaser and Seller are unable to resolve all such disputes within such period, Purchaser and Seller agree that a mutually acceptable, national accounting firm will be selected to render an acconting interpretation, and such interpretation will be conclusive and binding relative to the Working Capital Statement. The interpretation of the accounting firm shall be set forth in writing and delivered to Purchaser and Seller no later than ninety (90) days after the Closing Date and will be conclusive and binding upon Purchaser and Seller.. The term “Final Closing Date Working Capital Statement” means the Preliminary Closing Date Working Capital Statement, together with any revisions thereto pursuant to this Section 1.6(d) and the term “Closing Date Working Capital” means the Working Capital of Seller as of the close of business on the day immediately preceding the Closing Date as set forth on the Final Closing Date Working Capital Statement.

(e) In the event the parties submit any unresolved objections to arbitration for resolution as provided in Section 1.6(d), each of Purchaser and Seller will bear one-half of the fees and expense of the arbitrator.

(f) Purchaser and Seller will make the work papers and backup materials used in preparing the Preliminary Closing Date Working Capital Statement available to the other and its accountants and other representatives at reasonable times and upon reasonable notice at any time during (i) the preparation of the Preliminary Closing Date Working Capital Statement, (ii) the review of the Preliminary Closing Date Working Capital Statement, and (iii) the resolution by Purchaser and Seller of any objections thereto.

(g) If the Closing Date Working Capital, as shown on the Final Closing Date Working Capital Statement, differs in amount from the Estimated Closing Date Working Capital, as shown on the Estimated Closing Date Working Capital Statement, then any reduction or increase to the Cash Purchase Price pursuant to Section 1.6(b) hereof shall be recalculated as if the Closing Date Working Capital shown on the Final Closing Date Working Capital Statement had been used in determining such reduction or increase. If the Cash Purchase Price determined pursuant to such recalculation exceeds the Cash Purchase Price determined at the Closing, then Purchaser shall, within three (3) business days after final determination of the Closing Date Working Capital, pay to Seller, in cash or immediately available funds, the amount by which the Cash Purchase Price determined pursuant to such recalculation exceeds the Cash Purchase Price determined at the Closing. If the Cash Purchase Price determined pursuant to such recalculation is less than the Cash Purchase Price determined at the Closing, then the amount by which the Purchase Price determined at the Closing exceeds the Cash Purchase Price determined pursuant to such recalculation shall be deducted from the amount owed the Seller pursuant to the Promissory Note.

(h) In addition to the above Price Adjustment Amount, in the event any Accounts Receivable in excess of the amounts reflected as reserved in the Net Working Capital Statement for uncollectible accounts remaining outstanding 120 days following the Closing, such Accounts Receivable shall be deducted from the Purchase Price and assigned by the Purchaser back to Seller, with Seller promptly paying Purchaser the amount of such accounts receivables so returned. Prior to assigning such Account Receivables back to Seller, Purchaser shall use

commercially reasonable efforts in accordance with recognized commercial and accounting procedures and practices to collect such Account Receivables; provided however that Purchaser shall have no obligation to file suit or take other legal action to collect such Account Receivables. If in its attempt to collect such Account Receivables Purchaser is offered an amount less than the full amount due as payment in full, Purchaser must first obtain the written approval of Seller before accepting less than full value.

Section 1.7 Allocation of Purchase Price The parties agree that the Purchase Price shall be allocated among the Transferred Assets as determined by Purchaser in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder. Purchaser and Seller shall prepare and submit Internal Revenue Form 8594 prepared in accordance with such allocation and this Section 1.7, and Seller and Purchaser shall file all tax returns consistent with this Section 1.7. A tentative allocation is attached hereto as Schedule 1.7, subject to adjustment pursuant to Section 1.6.

ARTICLE II.

THE CLOSING

Section 2.1 Date and Place The closing of the transaction contemplated hereby (the “Closing”) shall take place effective as of April 30, 2008, at the offices of Xxxxx & Xxxxxxx LLP in Birmingham, Alabama, or at such other time and place as the parties mutually agree. The transactions contemplated by this Agreement shall be deemed to be effective for all purposes as of 12:01 a.m. on the Effective Date.

Section 2.2 Delivery of Documents

(a) At Closing, Seller shall execute and deliver to Purchaser such assignments, bills of sale and any other instruments of transfer necessary to convey to or perfect in Purchaser all of Seller’s right, title and interest in and to the Transferred Assets.

(b) At Closing, Seller shall deliver to Purchaser those other items specified in Section 9.3 and Purchaser shall deliver to Seller those items specified in Section 10.4.

ARTICLE III.

RELATED TRANSACTIONS

Section 3.1 Employment Agreements At Closing, Purchaser and each of Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxxx shall execute and deliver an Employment Agreement substantially in the form attached hereto as Exhibit B (the “Employment Agreement”) and a Resignation and Release Agreement in the form attached here as Exhibit C (the “Releases”).

Section 3.2 Transition Services Agreement. At Closing Purchaser shall execute and deliver a Transition Services Agreement substantially in the form attached hereto as Exhibit D (the “Transition Services Agreement”)

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents, warrants and covenants to Purchaser that:

Section 4.1 Corporate Organization Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Seller has full power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns; and Seller is duly licensed and qualified to do business in any state or other jurisdiction or any foreign country or subdivision thereof where the nature of the SAP Practice or the character and location of any properties and assets owned or leased by the Seller for the SAP Practice make such qualification necessary (each of which are set forth in Schedule 4.1), except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the SAP Practice or the Transferred Assets.

Section 4.2 Corporate Authority; Authorization of Agreement Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform all the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the performance of all the terms and conditions hereof to be performed by Seller, and the consummation of the transactions contemplated hereby have been duly authorized and approved by the Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.3 No Violation Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Seller; (b) violate, conflict with, constitute a default (or an event which, with or without notice, lapse of time or both, or the occurrence of any other event, would constitute a default) under, result in the termination of, accelerate the performance required by, cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any of the Transferred Assets under any agreement or commitment to which Seller is a party or by which Seller is bound, or to which the Transferred Assets are subject; or (c) violate any federal, state or local law or any judgment, decree, order, regulation or rule of any court or governmental authority.

Section 4.4 Financial Statements Seller has delivered to Purchaser true and complete copies of unaudited, relevant financial information including cash flows, profit and loss statements and

other pro-forma financial information (together the “Financial Statements”) for the respective accounting periods of the SAP Practice as of March 31, 2008, December 31, 2007, and December 31, 2006 all of which have been prepared in accordance with GAAP in each case subject to year end adjustment. Such Financial Statements present fairly the financial position (assets, liabilities (whether accrued, absolute, contingent or otherwise)) of the SAP Practice at the dates indicated and present fairly the results of the operations and cash flows of the SAP Practice for the periods indicated in accordance with GAAP in each case subject to year end adjustment.

Section 4.5 No Undisclosed Liabilities Seller has no material liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise, and whether due or to become due) relating to the SAP Practice, the Transferred Assets or otherwise that are not fully reflected or reserved against in the Interim Financial Statements of Seller, except for (a) liabilities and obligations identified in Schedule 4.5 and (b) liabilities and obligations incurred in the ordinary course of business and consistent with past business practice since the date of the Interim Financial Statements.

Section 4.6 Absence of Changes Except as set forth in Schedule 4.6 hereto, since December 31, 2007, the Seller has conducted the SAP Practice in all material respects only in the ordinary course, including employee terminations for cost reduction and performance reasons, and during such period there has been no:

(i) transactions by the SAP Practice or affecting the SAP Practice except in the ordinary course of business that individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the SAP Practice;

(ii) destruction of, damage to, or loss of any of the assets to be included in the Transferred Assets (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect;

(iii) sale or transfer of any material asset which would otherwise be included in the Transferred Assets except in the ordinary course of business;

(iv) amendment or termination of any material contract, agreement or license to which Seller is a party in connection with the operation of the SAP Practice except for such normal closure of service engagements with customers and suppliers;

(v) waiver of any right of material value with respect to the Transferred Assets;

(vi) mortgage, pledge or other encumbrance of any of the Transferred Assets;

(vii) waiver or release of any Transferred Asset, except in the ordinary course of business;

(viii) any capital expenditure by the SAP Practice (or series of related capital expenditures) involving more than $10,000 in the aggregate;

(ix) creation, incurrence, assumption, or guarantee by Seller of any indebtedness of the SAP Practice, other than those included in the Assumed Liabilities impacting, affecting or that could form an Encumbrance on the Transferred Assets;

(x) delay or postponement by Seller, beyond its normal practice, of the payment of accounts payable and other liabilities of the SAP Practice which are being assumed by the Purchaser and Seller has not instituted any unusual or accelerated collection efforts with respect to its accounts receivable;

(xi) loan made by Seller to, or any other transaction with, any of the SAP Practice’s officers, and employees which could give rise to any claim or right on Seller’s part against any such person, or on the part of any such person against Seller, which exceeds $1,000, other than reflected on the financial statements of Seller;

(xii) new employment contract or collective bargaining agreement involving the SAP Practice or any of its employees, whether written or oral, or the substantial modification of the terms of any existing such contract or agreement (other than wage or salary increases in the ordinary course of business);

(xiii) change in employment terms for any of the SAP Practice’s officers, or employees (other than wage or salary increases in the ordinary course of business); or

(xiv) other event or condition of any character that has or might reasonably have a material, adverse effect on the financial condition, business, assets or prospects of the SAP Practice as it is being purchased by the Purchaser.

Section 4.7 Title to Properties; Encumbrances Except as set forth on Schedule 4.7, Seller has complete and unrestricted power and authority and the unqualified right to sell, transfer, convey, assign, and deliver to Purchaser, and upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good, valid and marketable title to, all the Transferred Assets, free and clear of all title defects or other Encumbrances, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements. The bills of sale, deeds, assignments and other instruments to be executed and delivered to Purchaser by Seller at the Closing will be valid and binding obligations of Seller enforceable in accordance with their terms, and will vest in Purchaser good, valid and marketable title to all the Transferred Assets, free and clear of all Encumbrances, including, without limitation, leases, chattel mortgages, pledges, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements.

Section 4.8 Sufficiency of Assets The Transferred Assets include all assets, properties and rights currently being used by Seller in the operation of the SAP Practice, and all assets, properties and rights necessary to permit Purchaser to conduct the SAP Practice in all material respects in the same manner as Seller has conducted it to date.

Section 4.9 Real Property The Transferred Assets do not include any interest in real property, neither fee nor leasehold.

Section 4.10 Leases Schedule 4.10 contains an accurate and complete list of all leases and subleases pursuant to which Seller leases personal property used in or relating to the SAP Practice and which are being assumed by the Purchaser as part of the transaction contemplated hereby. Except as set forth in Schedule 4.10, all such leases are valid, binding and enforceable in accordance with their terms, except to the extent that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and remedies generally, and are in full force and effect; there are no existing defaults by Seller or lessor thereunder; and no event of default has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default thereunder by any party thereto.

Section 4.11 Condition of Tangible Assets Except as set forth in Schedule 4.11 hereto, all material items of tangible property and assets which comprise the Transferred Assets contain no material defects and are in good operating condition and repair, subject to normal routine wear and maintenance, are usable in the regular and ordinary course of business, and conform in their current condition to all applicable laws, ordinances, codes, rules and regulations, and authorizations relating to their construction, use and operation, without any need for capital improvements or other modification or alteration. Except for leased property identified in Schedule 4.10, no person other than Seller owns any equipment or other tangible assets or properties necessary to the operation of the Business.

Section 4.12 Accounts Receivable Each of the Accounts Receivables of the SAP Practice included in the Transferred Assets represents a valid obligation arising from services rendered or products sold in the ordinary course of business of Seller and was created in compliance with applicable law. Unless paid prior to Closing, the Accounts Receivables are or will be as of Closing current and collectible net of the reserves shown on the Interim Balance Sheet. Seller and all of its collection agents have complied with all laws, rules and regulations with respect to the Accounts Receivables. None of the Accounts Receivables is subject to any right of offset or reduction and Seller is the sole beneficial and legal owner of all Accounts Receivables and none have been assigned to collection agents or otherwise. The Transferred Assets include sufficient records with respect to the receivables to determine the status of collection efforts and to enforce collection thereof. Any liabilities arising in connection with the creation of the receivables or the collection by Seller or its agents of the receivables which arose because of an act of the Seller or its agents prior to Closing shall remain the liability of Seller.

Section 4.13 Intellectual Property Matters Seller owns trademarks, service marks, trade names, copyrights, inventions, patents, patent rights, applications for patent rights, similar rights, trade secrets, know-how, processes, formulas, and designs (“Intellectual Property”) used or relied upon by the SAP Practice in the conduct of its business and which are included in the Transferred Assets, each of which are described and set forth with particularity in Schedule 4.13, other than licensed rights to software identified in such schedule, to which Seller has a valid licensed interest. Seller has the right to use and holds good and marketable title, free and clear of all Encumbrances, to each of such items of Intellectual Property described above in this Section 4.13. Seller has no knowledge of the infringement by any person, firm, associate, partnership or corporation of any such right of Seller. There is no claim pending or, to Seller’s knowledge, threatened against Seller with respect to alleged infringement of any trademark, service xxxx, trade name or copyright owned by any person related to the SAP Practice. No such

Intellectual Property consisting of trademarks, service marks, trade names and copyrights have been registered with the United States Patent and Trademark Office or the United States Copyrights Office except as described on Schedule 4.13, and Seller is currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications) with respect to such registered Intellectual Property.

Section 4.14 Contracts and Commitments Schedules 1.1(b) and 4.14 list all of the written or oral Contracts which are included in the Transferred Assets, other than the leases which are identified on Schedule 4.10. The Contracts include all service agreements, contracts, licenses or commitments which are material to the business and operations of the SAP Practice, other than the leases identified on Schedule 4.10. Except as set forth in Schedule 4.14:

(i) All Contracts are valid and in full force and effect, and are transferable and assignable to Purchaser, which assignment or transfer will not result in any additional cost or expense on the part of Purchaser;

(ii) Seller is not in material breach or default under or in violation of any Contract;

(iii) Seller is not a party to any written or oral agreement, contract or commitment with any present or former employee or consultant or for the employment of any person, including any consultant, who is engaged in the conduct of the SAP Practice;

(iv) Seller is not a party to any written or oral commitment or agreement for any capital expenditure or leasehold improvement in excess of $10,000 relating to the SAP Practice, except for such normal operating expenditures of the SAP Practice; and

Seller is not a party to any written or oral agreement, contract or commitment limiting or restraining the SAP Practice, or any successor thereto from engaging or competing in any manner or in any business, nor, to Seller’s knowledge, is any employee of the SAP Practice engaged in the conduct of the SAP Practice subject to any such agreement, contract or commitment.

Section 4.15 Insurance

(a) Seller maintains insurance policies insuring the SAP Practice with financially sound insurance companies of such types (including, but not limited to, public liability, product and service liability, worker’s compensation and property damage) and such amounts as are adequate for the SAP Practice as currently conducted (and as conducted heretofore).

(b) Schedule 4.15 contains (i) an accurate and complete list of all policies of insurance providing coverage for the SAP Practice, and (ii) a schedule setting forth the aggregate claims and all individual claims made under each such policy (or any predecessor policy) during the last two years.

(c) No notice of cancellation (except for those received during renewal periods), termination or reduction in coverage has been received with respect to any policy listed in Schedule 4.15. Seller has not been refused any insurance with respect to its assets or operations, nor has its coverage been limited, by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the last two years that has had or would reasonable be expected to have a Material Adverse Effect on the SAP Practice.

Section 4.16 Compliance with Laws Except as set forth in Schedule 4.16:

(i) Seller has conducted the SAP Practice and any other activities in accordance in all material respects with all applicable laws, rules, regulations, judgments, orders and other requirements of all courts, administrative agencies, or governmental authorities having jurisdiction over Seller, including, without limitation, applicable laws, rules, regulations and requirements relating to antitrust, consumer protection, equal opportunity, occupational safety and health (OSHA), ERISA, Americans with Disabilities Act, employment, Environmental Law, clean air, labor, wage and hour, pension, welfare and securities matters;

(ii) Seller has not received within the last two years any notification of any asserted present or past failure by Seller to comply with such laws, rules or regulations that relates in any way to the SAP Practice;

(iii) Seller has all licenses, certificates of occupancy, permits and other governmental authorizations or approvals (collectively, “Licenses”) required for the operation of the SAP Practice and the current use of the properties of the SAP Practice , each of which are described on Schedule 4.16 hereto, and all such Licenses are valid and in effect; and

(iv) Seller is not materially in violation of any License, and the consummation of the transactions contemplated by this Agreement will not result in a violation or termination of any License.

Section 4.17 Employment Matters

(a) Seller is in compliance with all federal, state and local laws, ordinances and regulations respecting employment practices, terms and conditions of employment and wages and hours and is not and has not engaged in any unfair labor practice in respect of the operations of the SAP Practice. Other than as set forth in Schedule 4.17(a), there is no unfair practice complaint against Seller pending or, to Seller’s knowledge, threatened, in respect of the operations of the SAP Practice. Seller does not have any contracts, agreements, pension plans, profit sharing plans, bonus plans, undertakings or arrangements, whether oral, written or implied with lessees, licensees, employees, managers, accountants, suppliers, agents, officers, distributors, directors, lawyers, or others relating to the SAP Practice which cannot be terminated on ninety day’s notice other than those listed in Schedule 4.17(a).

(b) Schedule 4.17(b) hereto contains a list of all employees of the SAP Practice, their wages, accrued vacation, and other remuneration of every kind.

(c) Seller is not a party to any collective bargaining agreement with any labor union or other association of employees and, to the best of Seller’s knowledge, no attempt has been made to organize or certify the employees of Seller as a bargaining unit affecting the SAP Practice.

(d) Since January 1, 2005, Seller has not been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Reform and Control Act of 1986, and the rules and regulations promulgated thereunder (the “Immigration Laws”), nor has it been fined or otherwise penalized by reason of any failure to comply with the Immigration Laws, nor, to the knowledge of Seller, is any such proceeding pending or threatened all in respect of the SAP Practice.

Section 4.18 Employee Benefit Plans and Arrangements Schedule 4.18 hereto contains a complete list of all employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller for the benefit of, or covering the SAP Practice and its employees (“Benefit Plans”). For the purposes hereof, the term “Benefit Plans” includes all plans, funds, programs, policies, arrangements, practices, customs and understandings in existence as of the date of the Closing, for providing ongoing or future benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. Seller hereby represents to Purchaser that Purchaser shall not assume any obligations under any Benefit Plan of Seller and shall not incur any liabilities under such Benefit Plan pursuant to applicable law.

Section 4.19 Litigation Except as set forth in Schedule 4.19, there is no action, suit, claim, inquiry, proceeding or investigation pending or involving or, to the knowledge of Seller, threatened against Seller which affects the SAP Practice, or the Transferred Assets, or which questions or challenges the validity of this Agreement or any action taken or to be taken pursuant to this Agreement or in connection with the transactions contemplated hereby, and Seller has no knowledge or reasonable grounds for believing that there is any basis for any such action, suit, claim, inquiry, proceeding or investigation. Seller is not subject to any judgment, order or decree entered in any proceeding or investigation which may materially affect the SAP Practice. .

Section 4.20 Governmental Consents Except as set forth in Schedule 4.20, no consent, approval or authorization of, notice to, or declaration, filing or registration with, any governmental or regulatory authority, domestic or foreign, is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

Section 4.21 Other Consents Except as set forth in Schedule 4.21, no consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the execution, delivery and performance of this Agreement by Seller or the consummation by it of the transactions contemplated hereby.

Section 4.22 Environmental Matters Seller uses no Hazardous Materials (hereinafter defined) in connection with the conduct of the SAP Practice.

Section 4.23 Product and Service Warranty Except as set forth on Schedule 4.23 hereto, each product or service manufactured, sold, leased, provided or delivered, as the case may be, by the SAP Practice has been in conformity in all material respects with all applicable commitments and all express and implied warranties. No product or service manufactured, sold, leased, provided or delivered by the SAP Practice is subject to any express written guaranty, warranty, or other indemnity which exposes the SAP Practice or Seller to material liability beyond the standard terms and conditions of sale or lease generally used by the SAP Practice.

Section 4.24 Product and Service Liability Seller has no knowledge of any facts which they believe could reasonably give rise to any liability arising out of any death or injury to persons or damage to property as a result of the ownership, possession, maintenance, or use of any product designed, manufactured, sold, leased, or delivered by the SAP Practice or as a result of any service provided by the SAP Practice. Seller has errors and omissions insurance coverage, subject to customary deductions and exclusions as provided in the policies made available to Purchaser, for error and omission exposure which occur prior to or on the date of Closing.

Section 4.25 Customers, Suppliers and Sales Representatives Schedule 4.25 hereto sets forth a list of (a) the 10 largest customers of the SAP Practice in terms of gross sales (and percentages) during the years ended December 31, 2006 and 2007, and through the date of the Interim Financial Statements, and (b) the 5 largest suppliers to the SAP Practice during the years ended December 31, 2006 and 2007, and through the date of the Interim Financial Statements, measured by dollar volume of purchases. Except as set forth in Schedule 4.25 and except for such normal closure of service engagements with customers and suppliers in the SAP Practice business with such customer or supplier, Seller has received no notice of termination or an intention to terminate the relationship with the SAP Practice, from any customer with sales exceeding $15,000 in calendar years 2006 and 2007 or any supplier during such period.

Section 4.26 Guarantees Except as set forth on Schedule 4.26, Seller is not a guarantor or indemnitor for any liability (including indebtedness) of an affiliate or any other person.

Section 4.27 Brokers or Finders Except as set forth in Schedule 4.27, no agent, broker, investment banker or other financial firm is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with the Closing based on arrangements made by or on behalf of Seller.

Section 4.28 Taxes Except as set forth on Schedule 4.28, all federal, state, county and local taxes, including, without limitation, income, gross receipts, corporate franchise, stamp, transfer, sales and use, license, severance, excise, employment (including unemployment compensation contributions), withholding, ad valorem, or any other similar taxes, special charges or levies, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties (“Taxes”) due and payable by Seller with respect to the SAP Practice on or before the date hereof have been paid (or Seller has provided for), and Seller has filed all tax returns and reports required to be filed by Seller with all applicable taxing authorities (“Tax Returns”) that could affect the SAP Practice or the Business or the Transferred Assets. The provisions for Taxes included in the Interim Financial Statements represent adequate provision for the payment of all accrued and unpaid Taxes of Seller that could affect the SAP Practice or the Business or the Transferred Assets, whether or not disputed. Seller has paid (or

has made provision for the payment of) all Taxes that could form a charge or encumbrance on the Transferred Assets or the SAP Practice that could become payable by Purchaser as a result of or in connection with any event relating to Seller occurring before the Closing Date. Seller has no outstanding or unsatisfied deficiency assessments with respect to any material Taxes, and there are no current audits or investigations by or disputes with any authority with respect to any Taxes that may affect Seller or form an Encumbrance on any of the Transferred Assets. Seller has not received notice that an examination of or proceeding concerning any Tax Return of Seller is pending or threatened that may affect Seller or form an Encumbrance on any of the Transferred Assets.

Section 4.29 Full Disclosure The representations and warranties of Seller in this Agreement and in the Schedules hereto are true, complete and correct, and no such representation or warranty contains any untrue statement of material fact or omits to state any material fact necessary to make the statements made not misleading.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents, warrants and covenants to Seller as follows:

Section 5.1 Organization Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

Section 5.2 Authorization Purchaser has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and to perform all the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the performance of all the terms and conditions hereof to be performed by Purchaser, and the consummation of the transactions contemplated hereby have been duly authorized and approved by the shareholders of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3 No Violation Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of the Certificate of Formation or Limited Liability Company Agreement of Purchaser; (b) violate, conflict with, constitute a default (or an event which, with or without notice, lapse of time or both, or the occurrence of any other event, would constitute a default) under, result in the termination of, accelerate the performance required by, cause the acceleration of the maturity of any debt or obligation pursuant to any agreement or commitment to which Purchaser is a party or by which Purchaser is bound, or to which the property of Purchaser is subject, or (c) violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority.

Section 5.4 Governmental Consents Except as set forth in Schedule 5.4, no consent, approval or authorization of, notice to, or declaration, filing or registration with, any governmental or regulatory authority, domestic or foreign, is required in connection with the execution, delivery and performance of this Agreement by Purchaser or the consummation of the transactions contemplated hereby by Purchaser.

Section 5.5 Other Consents Except as set forth in Schedule 5.5, no consent, approval or authorization of, or notice to, any other person or entity, including, without limitation, parties to loans, contracts, leases or other agreements, is required in connection with the execution, delivery and performance of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby.

Section 5.6 No Brokers No agent, broker, investment banker or other firm or person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with the Closing based on arrangements made by or on behalf of Purchaser.

Section 5.7 Financial Statements Purchaser has delivered to Seller true and complete copies of its balance sheets and the related statements of income, and cash flows for the latest year end accounting period, all of which have been prepared in accordance with GAAP. Such financial statements, including the related notes, and interim financial statements fairly present the financial position (assets, liabilities (whether accrued, absolute, contingent or otherwise)) of the Purchaser at the date indicated. Since that date there have been no material financial changes in the business other than as stated in Schedule 5.7. Further, Purchaser shall not enter into any agreements of indebtedness, beyond that necessary to execute this Agreement, materially affecting Purchaser’s ability to fulfill the obligations of the Promissory Note.

Section 5.8 Insurance.

(a) Purchaser maintains insurance policies insuring Purchaser with financially sound insurance companies of such types (including, but not limited to, errors and omission, director and officers, public liability, product and service liability, worker’s compensation and property damage) and for such amounts in Purchaser’s management’s opinion are sufficient and adequate for the operations of its business as currently conducted and as will be conducted following the Closing of the transaction contemplated by this Agreement.

(b) Schedule 5.8 contains (i) an accurate and complete list of all policies of insurance providing coverage for the Purchaser and the amount of coverage of each policy, and (ii) a schedule setting forth the aggregate claims and all individual claims made under each such policy (or any predecessor policy) during the last two years.

(c) No notice of cancellation, termination or reduction in coverage has been received with respect to any policy listed in Schedule 5.8. Purchaser has not been refused any insurance with respect to its assets or operations, nor has its coverage been limited, by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the last two years.

Section 5.9 Compliance With the Law

(a) Purchaser has conducted its business in accordance in all material respects with all applicable laws, rules, regulations, judgments, orders and other requirements of all courts, administrative agencies, or governmental authorities having jurisdiction over Purchaser, including, without limitation, applicable laws, rules, regulations and requirements relating to antitrust, consumer protection, equal opportunity, occupational safety and health (OSHA), ERISA, Americans with Disabilities Act, employment, labor, wage and hour, pension, welfare and securities matters;

(b) Purchaser has not received within the last two years any notification of any asserted present or past failure by Purchaser to comply with such laws, rules or regulations that relates in any way to its business.

Section 5.10 Litigation Except as set forth in Schedule 5.10, there is no action, suit, claim, inquiry, proceeding or investigation pending or involving or, to the knowledge of Purchaser, threatened against Purchaser which affects Purchaser’s business, or which questions or challenges or could question or challenge the validity of this Agreement or any action taken or to be taken pursuant to this Agreement or in connection with the transactions contemplated hereby, and Purchaser has no knowledge or reasonable grounds for believing that there is any basis for any such action, suit, claim, inquiry, proceeding or, to Purchaser’s knowledge, investigation. Purchaser is not subject to any judgment, order or decree entered in any proceeding or investigation which may materially adversely affect its business as being conducted or as will be conducted following the Closing of the transactions contemplated by this Agreement.

Section 5.11 Full Disclosure The representations and warranties of Purchaser in this Agreement and in the Schedules hereto are true, complete and correct, and no such representation or warranty contains any untrue statement of material fact or omits to state any material fact necessary to make the statements made not misleading.

ARTICLE VI.
CERTAIN COVENANTS OF SELLER

Seller hereby covenants to and agrees with Purchaser as follows:

Section 6.1 Satisfaction of Conditions Seller shall use reasonable good faith efforts to satisfy or cause the satisfaction of the conditions specified in Article IX hereof.

ARTICLE VII.

CERTAIN COVENANTS OF PURCHASER

Purchaser hereby covenants to and agrees with Seller as follows:

Section 7.1 Satisfaction of Conditions Purchaser shall use reasonable good faith efforts to satisfy or cause the satisfaction of the conditions specified in Article X hereof.

ARTICLE VIII.

ADDITIONAL COVENANTS AND AGREEMENTS

Section 8.1 Payment of Taxes and Certain Expenses

(a) Purchaser shall pay any sales, use, recording costs or similar fees payable in connection with the conveyance of the Transferred Assets contemplated by this Agreement.

(b) Except as otherwise explicitly provided herein, whether or not the transactions contemplated by this Agreement are consummated, each of the parties hereto shall pay its own expenses and costs, including legal and accounting fees, incurred by it in connection with the negotiation, execution and performance of this Agreement.

Section 8.2 Noncompetition; Nonsolicitation; Nondisclosure

(a) Seller agrees that for a period of three (3) years after the date of Closing, neither it nor any of its affiliated entities will, directly or indirectly, (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of, or render service to, any business, whether in corporate, proprietorship or partnership form or otherwise, which is competitive with the SAP Practice within the “Restricted Territory” (defined below); (ii) either for its own benefit or for the benefit or purposes of any other person or entity, solicit, call on, interfere with, attempt to divert, entice away or accept any business from any person or entity who is a customer of the SAP Practice or who was a customer of the SAP Practice within the two (2) years preceding the date of Closing; or (iii) take any action that may cause Purchaser to lose any of its officers, employees, agents, customers or suppliers or any of its business relationships; provided that nothing herein shall be construed to prevent Seller from purchasing or otherwise acquiring up to five percent (5%) of the securities of any enterprise if such securities are listed on any national or regional securities exchange. For purposes of this Section 5.3(a), “Restricted Territory” means the geographic area encompassing the United States and any other country in which Seller has distributed or sold SAP Practice products or services within two (2) years preceding the date of the Closing.

(b) Each Party agrees that for a period of two (2) years after the date of Closing neither it nor any of their affiliated entities will, with the intent of securing any business from the customers described in this Section 8.2(b) that materially competes with the other Party’s primary business, directly or indirectly, either for its own benefit or for the benefit or purposes of any other person or entity, solicit, call on, interfere with, attempt to divert, entice away or accept any competitive business from any person or entity who is a customer of the other Party or who was a customer of the other Party within the two (2) years preceding the date of Closing; or take any action that may cause the other Party to lose any of its officers, employees, agents, customers or suppliers or any of its business relationships.

(c) From and after the date of Closing, Seller will not, directly or indirectly, disclose to any other party or in any way utilize for itself or any other party any information, data, proprietary information, intellectual property, trade secrets, customer lists, subscriber lists, pricing information or any other proprietary information purchased pursuant to this Agreement, used in the operation of the SAP Practice, or otherwise relating to it.

(d) The parties hereto specifically acknowledge and agree that the remedy at law for any breach of the foregoing will be inadequate and that Purchaser, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage.

(e) In the event that the provisions of this Section 8.2 should ever be deemed to exceed the limitation provided by applicable law, then the parties hereto agree that such provisions shall be reformed to set forth the maximum limitations permitted.

Section 8.3 Mail Received After Closing Following the Closing, Purchaser may receive and open all mail or other communications addressed to Seller relating to the SAP Practice and deal with the contents thereof in its discretion to the extent that such mail relates to the SAP Practice; provided that (a) Purchaser shall have no right to deal with the contents of any other such material which relates to the business of Seller not being purchased and/or assumed by Purchaser under this Agreement, and (b) Purchaser shall promptly notify Seller as to the receipt thereof and make appropriate arrangements to deliver such materials promptly to Seller.

Section 8.4 Cooperation and Records Retention

(a) Purchaser and Seller shall in a timely manner (i) each provide the other with such assistance as may reasonably be requested by any of them in connection with the preparation of any return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for taxes, (ii) each retain and provide the other any records or other information that may be relevant to such return, audit or examination, proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination proceeding, or determination that affects any amount required to be shown on any return of the other for any period. Without limiting the generality of the foregoing, Seller and Purchaser shall retain, until the applicable statutes of limitations (including any extensions) have expired, but in no event later than the seventh anniversary of the date of Closing, copies of all returns, supporting work schedules, and other records or information that may be relevant to such returns for all tax periods or portions thereof ending before or including the date of Closing and shall not destroy or otherwise dispose of any such records, prior to such periods, without first providing the other party with a reasonable opportunity to review and copy the same.

(b) Purchaser agrees that for a period of two (2) year from the date of Closing, it will maintain Seller’s books, records, manuals, ledgers and other documentation used or maintained in the operation of the SAP Practice which are being transferred to Purchaser pursuant to this Agreement and, during such period, will afford to Seller and its authorized representatives, at Seller’s sole expense, risk and cost and upon reasonable notice to Purchaser, reasonable access during normal business hours and under Purchaser’s supervision, to such books, records, etc. on Purchaser’s premises, to the extent that such access and disclosure would not unreasonably interfere with the normal operation of the business of Purchaser or violate the terms of any agreement to which Purchaser is bound or any applicable laws or regulations. Thereafter, in the event Purchaser chooses not to keep such books and records, it will give Seller reasonable opportunity to take delivery of such books and records.

Section 8.5 Offers of Employment After the Closing, Purchaser may, in its sole discretion, make an offer of employment to any or all of the employees of the SAP Practice. Nothing in this section shall be deemed to guarantee a right of employment to any particular individual or upon any specific terms or conditions of employment. Seller agrees to terminate all employment contracts with employees of the SAP Practice that are to be hired by Purchaser after the SAP Practice has been notified that the employee has accepted Purchaser’s offer of employment pursuant to the terms thereof.

Section 8.6 Further Assurances After the Closing, each of Seller and Purchaser will from time to time, at the request of the other and without further cost or expense to requesting party, execute, acknowledge, deliver and perform such other instruments of conveyance and transfer, and take such other actions as the other party may reasonably request, to implement the transactions contemplated hereby and to vest in Purchaser good and marketable title to the Transferred Assets (including, without limitation, assistance in the collection or reduction to possession of any of such Transferred Assets).

ARTICLE IX.

CONDITIONS TO THE OBLIGATIONS OF PURCHASER

All obligations of Purchaser under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:

Section 9.1 Representations and Warranties True The representations and warranties of Seller contained in this Agreement and the Schedules hereto shall be true and accurate in all material respects as of the date hereof and as of Closing.

Section 9.2 Compliance with this Agreement Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

Section 9.3 Documents to be Delivered

(a) At or prior to Closing, Purchaser shall have received from Seller:

(i) a certificate of Seller, dated as of the date of Closing, certifying in such detail as Purchaser may reasonably request that the conditions specified in Sections 9.1 and 9.2 hereof have been fulfilled and certifying that Seller has obtained all consents and approvals required with respect to it, the Business or the transactions contemplated hereby, including those which are listed on Schedules 4.20 and 4.21 hereof;

(ii) all deeds, bills of sale, assignments and assumptions and other documents of conveyance, in form and substance satisfactory to Purchaser and its counsel, necessary to convey the Transferred Assets and assume the Assumed Liabilities;

(iii) except with respect to the Assumed Liabilities, to the extent any of the Transferred Assets are encumbered, Seller shall have obtained releases of such encumbrances, which releases shall be in form and substance acceptable to Purchaser and its counsel; and

(iv) a certificate of Seller, dated as of the date of Closing, certifying as to resolutions adopted by Seller’s Board of Directors approving of the Agreement and this transaction, the incumbency of those persons signing on behalf of Seller and the organization of Seller;

(v) all other previously undelivered items required to be delivered by Seller to Purchaser at or prior to Closing pursuant to this Agreement or otherwise.

(b) Purchaser shall have received the executed and delivered Employment Agreements of Xxxxx Xxxxxx, Xxxx Xxxxxx, and Xxxxx Xxxxxxx.

(d) Purchaser shall have received debt or equity financing in the amount of the Cash Purchase Price minus Seven Hundred Fifty Thousand Dollars ($750,000) on terms satisfactory to Purchaser in its sole discretion.

(e) Purchaser shall have received acceptable written evidence of termination of all employment contracts with employees that Purchaser has offered employment to and who have notified Purchaser that they will be accepting their offer of employment.

(f) Purchaser shall have received evidence confirming that Seller’s SAP A-1 certification has been or will be transferred and assigned to Purchaser, or alternatively, written evidence confirming SAP’s intent to enter into such similar agreement with Purchaser.

Section 9.4 Consents, Releases and Approvals The holders of any indebtedness of Seller, the lessors or lessees of any real or personal property or assets leased by Seller, the parties (other than Seller) to any contract, commitment or agreement to which Seller is a party or subject, and any governmental, judicial or regulatory official, body or authority having jurisdiction over Seller or Purchaser to the extent that their consent or approval is required or necessary under the pertinent debt, lease, contract, commitment or agreement or other document or instrument or under applicable orders, laws, rules or regulations, for the consummation of the transactions contemplated hereby in the manner herein provided, shall have granted such consent or approval, including those which are listed on Schedules 4.20 and 4.21 hereof.

Section 9.5 No Injunctions There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction prohibiting or imposing any condition on the consummation of any of the transactions contemplated hereby.

Section 9.6 Material Adverse Changes The business, operations, assets, properties or prospects of the Business shall not have been and shall not be threatened to be materially adversely affected in any way as a result of any event or occurrence after the date of this Agreement.

ARTICLE X.

CONDITIONS TO THE OBLIGATIONS OF SELLER

All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent:

Section 10.1 Representations and Warranties True The representations and warranties of Purchaser contained in this Agreement shall be true and accurate in all material respects as of the date hereof and as of Closing.

Section 10.2 Compliance with this Agreement Purchaser shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing.

Section 10.3 Payment of Purchase Price Purchaser shall pay the Purchase Price in accordance to the terms of Section 1.5 including a Promissory Note identical to the one set forth as Exhibit A or, if different, which has been approved by Seller at least three days before the Closing.

Section 10.4 Documents to be Delivered At or prior to Closing, Seller shall have received from Purchaser:

(i) a certificate of Purchaser, dated as of the date of Closing, certifying in such detail as Seller may reasonably request that the conditions specified in Sections 10.1, 10.2 and 10.3 hereof have been fulfilled and certifying that Purchaser has obtained all consents and approvals required with respect to the transactions contemplated hereby which are listed on Schedules 5.4 and 5.5 hereof;

(ii) a certificate of Purchaser, dated as of the date of Closing, certifying: that the Agreement has been adopted pursuant to the Company’s Operating Agreement; the resolutions adopted by Purchaser’s members approving of the Agreement and this transaction; the incumbency of those persons signing on behalf of Purchaser and the organization of Purchaser; and

(iii) all other previously undelivered items required to be delivered by Purchaser at or prior to Closing pursuant to this Agreement or otherwise.

(iv) a Promissory Note which satisfies Section 1.5 and Section 10.3 hereof.

Section 10.5 No Injunction There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent jurisdiction prohibiting or imposing any condition on the consummation of any of the transactions contemplated hereby.

ARTICLE XI.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

Section 11.1 Survival of Representations and Warranties All representations and warranties made by the parties in this Agreement or in any certificate, schedule, statement, document or instrument furnished hereunder or in connection with the negotiation, execution and performance of this Agreement shall survive the Closing for a period of three (3) years, except that any representation or warranty relating to fraud, title to the Transferred Assets, environmental matters and Environmental Laws or taxes shall extend until the expiration of the applicable statute of limitations. Notwithstanding any investigation or audit conducted before or after the date of Closing or the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein and therein.

Section 11.2 Indemnification by Seller From and after the Closing, Seller jointly and severally, will reimburse, indemnify and hold harmless Purchaser and its successors, assigns, shareholders, officers, directors, employees or agents (the “Indemnified Purchaser Parties”) against and in respect of:

(i) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by the Indemnified Purchaser Parties that result from, relate to or arise out of:

(A) any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities;

(B) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Purchaser Parties or any affiliate of Purchaser that relate to Seller or the Business in which the principal event giving rise thereto occurred prior to the date of Closing or which result from or arise out of any action or inaction occurring prior to the date of Closing of Seller by any director, officer, employee, agent, representative or subcontractor of Seller, including without limitation those matters set forth on Schedule 4.19, but not including the Assumed Liabilities; or

(C) any misrepresentations, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and

(ii) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 11.2.

Section 11.3 Indemnification by Purchaser From and after the Closing, Purchaser will reimburse, indemnify and hold harmless Seller and its successors, assigns, officers, directors, employees and agents and their heirs and representatives (the “Indemnified Seller Parties”) against and in respect of:

(i) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by the Indemnified Seller Parties that result from, relate to or arise out of:

(A) any and all obligations of the Purchaser of any nature whatsoever, including the Assumed Liabilities;

(B) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any of the indemnified Seller Parties that relate to Purchaser in which the principal event giving rise thereto occurred on or after the date of Closing or which result from or arise out of any action or inaction on or after the date of Closing of Purchaser by any director, officer, employee, agent, representative or subcontractor of Purchaser; or

(C) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Seller pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; and

Section 11.4 Limitation on Amount

(a) In no event shall Seller be liable for aggregate amounts for which indemnification is claimed by Purchaser in accordance with Section 11.2 (including attorneys fees) of more than the Purchase Price.

(b) In no event shall Purchaser be liable for aggregate amounts for which indemnification is claimed by Seller in accordance with Section 11.3 (including attorneys fees) of more than the Purchase Price.

Section 11.5 Notice of Claims

(a) Claims by Third Parties Promptly after receipt by an indemnified party of written notice of the commencement of any investigation, claim, proceeding or other action in respect of which indemnity may be sought from the indemnitor under either Section 11.2 or 11.3 (each, an “Action”), such indemnified party shall immediately notify the indemnitor in writing of the commencement of such Action; but the omission to so notify the indemnitor shall not relieve it from any liability that it may otherwise have to such indemnified party, except to the extent that

the indemnitor is materially prejudiced or forfeits substantive rights or defenses as a result of such failure. In connection with any Action in which the indemnitor and any indemnified party are parties, the indemnitor shall be entitled to participate therein, and may assume the defense thereof. Notwithstanding the assumption of the defense of any such Action by the indemnitor, each indemnified party shall have the right to employ separate counsel and to participate in the defense of such Action, and the indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel to such indemnified party if: (i) the indemnitor shall have agreed to the retention of such separate counsel, (ii) the defendants in, or target of, any such Action include more than one indemnified party or both an indemnified party and the indemnitor shall have concluded that representation of such indemnified party by the same counsel would be inappropriate due to actual or, as reasonably determined by such indemnified party’s counsel, potential differing interests between them in the conduct of the defense of such Action, or if there may be legal defenses available to such indemnified party that are different from or additional to those available to the other indemnified party or to the indemnitor, or (iii) the indemnitor shall have failed to employ counsel reasonably satisfactory to such indemnified party within a reasonable period of time after notice of the institution of such Action. If such indemnified party retains separate counsel in cases other than as described in clauses (i), (ii), or (iii) above, such counsel shall be retained at the expenses of such indemnified party. Except as provided above, it is hereby agreed and understood that the indemnitor shall not, in connection with any Action in the same jurisdiction, be liable for the fees and expenses of more than one counsel for all such indemnified parties (together with appropriate local counsel). The party from whom indemnification is sought shall not, without the written consent of the party seeking indemnification (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to entry of any judgment that does not include an unconditional release of the party seeking indemnification from all liabilities with respect to such claim.

(b) Other Claims. In the event one party hereunder should have a claim for indemnification that does not involve a claim or demand being asserted by a third party, the party seeking indemnification shall promptly send notice of such claim to the party from whom indemnification is sought.

(c) Right of Offset Purchaser shall have the right to offset any written claim it may have received or written claim for which Purchaser has provided notice to Seller for indemnification hereunder against any amounts due from Purchaser to Seller under this Agreement, including pursuant to the Promissory Note, provided Purchaser has delivered to Seller evidence of such written claim and further, has complied with the Dispute Resolution process identified in Section 12.8. If after complying with such Dispute Resolution process, a determination is made that such offset was unjustified, Purchaser shall promptly remit any amount so offset, together with interest as determined pursuant to said Note, to Seller. Notwithstanding the foregoing, Purchaser may, in good faith, withhold such Promissory Note payment due, if the Dispute Resolution process is not yet complete.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

Section 12.1 Amendment This Agreement may be amended only by a written agreement signed by the parties.

Section 12.2 Waiver of Compliance Any waiver of any failure to comply with any obligation, covenant, agreement or condition under this Agreement must be in writing and signed by the parties. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Section 12.3 Notices All notices, requests, demands and other communications required or permitted hereunder shall be provided in writing and shall be deemed to have been duly given if delivered by hand or sent by telefacsimile (with confirmation by telefacsimile answerback) or certified or registered mail, with postage prepaid:

(i)

If to Seller, to:

Technology Solutions Company
Attn: Chief Financial Officer
00 X. Xxxxxx Xxxxxx, #0000
Xxxxxxx, XX 00000

with a copy to:

Technology Solutions Company
Attn: Chief Executive Officer
00 X. Xxxxxx Xxxxxx, #0000
Xxxxxxx, XX 00000

or to such other person or address as Seller shall furnish to Purchaser in writing.

(ii)

If to Purchaser, to:

EnteGreat Solutions, LLC
c/o EnteGreat, Inc.
0000 Xxxxxxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xxx Xxxxxxxx
Fax: (000) 000-0000

with a copy to:

Xxxxx & Xxxxxxx LLP
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Fax: (000) 000-0000

or to such other person or address as Purchaser shall notify all other parties in writing.

Section 12.4 Specific Performance Each of the parties acknowledges that money damages would not be a sufficient remedy for any breach of this Agreement and that irreparable harm would result if this Agreement were not specifically enforced. Therefore, the rights and obligations of the parties under this Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. A party’s right to specific performance shall be in addition to all other legal or equitable remedies available to such party.

Section 12.5 Expenses Except as otherwise expressly provided herein, whether or not the transactions contemplated by this Agreement shall be consummated, all fees and expenses (including all fees of counsel and accountants) incurred by any party in connection with the negotiation and execution of this Agreement shall be borne by such party.

Section 12.6 Severability If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 12.7 Assignment Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto without the prior written consent of the other parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 12.8 Dispute Resolution

(a) Intent. The parties shall resolve their disputes informally to the maximum extent possible. The parties shall negotiate all matters of joint concern in good faith, with the intention of resolving issues between them in a mutually satisfactory manner. Only disputes within the scope of this Agreement are subject to this Section. The cost of any such dispute resolution, whether formal or informal, incurred by either party shall be borne by such party.

(b) Informal Resolution. If a dispute arises under this Agreement, then within five (5) business days after request by either party, the Parties’ executive officer shall promptly confer to resolve the dispute. If these representatives are unable to resolve the dispute within fourteen (14) calendar days after the parties have commenced such discussion or thirty (30) calendar days have passed since the initial request, then the parties may mutually agree to resolve the issues by Formal Resolution.

(c) Formal Resolution. Purchaser and Seller agree that the unresolved disputes will be resolved by an arbitrator selected from the American Arbitration Association (“AAA”) utilizing AAA rules (including AAA rules for the selection of the arbitrator should the parties fail to agree on the arbitrator within fifteen (15) days after the ten (10) day period set forth above). The arbitration session shall occur in Louisville, Kentucky. Statements, discussions, representations and offers made at the arbitration session shall not be admissible in any later proceeding. The decision of the arbitrator shall be final and binding upon the parties both as to law and fact.

Section 12.9 Governing Law This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware.

Section 12.10 Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 12.11 Headings The headings of the Articles and Sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.

Section 12.12 Entire Agreement This Agreement, including the Schedules hereto, as well as the other documents and certificates delivered pursuant hereto set forth the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto.

Section 12.13 Third Parties Except as specifically set forth or referred to herein, nothing expressed or implied herein is intended or shall be construed to confer upon or give to any person or entity other than the parties hereto, and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

Section 12.14 Performance Following Closing Nothing in this Agreement shall be construed to limit any covenant or agreement of the parties hereto which by its terms contemplates performance after the Closing.

Section 12.15 Certain Definitions

(a) “Seller’s Knowledge” and similar phrases mean all information actually known by Seller’s executive officers directly or provided by Seller’s Senior Vice President of Human Resources, Senior Vice President of the SAP Practice or Senior Vice President of the SAP Practice Operations after reasonable inquiry by executive officers of such persons.

(b) “Material Adverse Effect” means any change in or effect on the business that, individually or in the aggregate (taking into account all other such changes or effects), is materially adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the business.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, all as of the day and year first above written.


		SELLER:
		TECHNOLOGY SOLUTIONS COMPANY

		By:

		Name:

		Title:


		PURCHASER:
		ENTEGREAT SOLUTIONS, LLC

		By:

		Name:

		Title:

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ASSET PURCHASE AGREEMENT BETWEEN ENTEGREAT SOLUTIONS, LLC AND TECHNOLOGY SOLUTIONS COMPANY Effective as of April 30, 2008

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