Information Technology and Solution Business in Illinois

Sale of substantially all of assets of the Quadrant 4 System Corporation., described as below:

• All of Seller's right, title and interest in and to all customer contracts, including, without limitation, all Master Service Agreements entered into during the three (3) years immediately preceding the Effective Date, statements of work and purchase orders to Seller from its customers which are outstanding as of the Closing (collectively, the "Customer Contracts"), including, without limitation, the Customer Contracts identified on Schedule 1(a) attached hereto and made a part hereof, and to the extent any such Customer Contracts constitute executory contracts under Section 365 of the Bankruptcy Code, subject to the terms and conditions concerning "Assumed Contracts", as defined, and as set forth, in paragraph 5 below;
• All of Seller's right, title and interest, if any, in and to any and all contracts, agreements and/or understandings with individuals employed and used by Seller in the Business for the performance of the Customer Contracts including such individuals subject to Labor Condition Applications or any other certification or petition with U.S. Citizenship and Immigration Services, the U.S. Department of Labor or the U.S. Department of Homeland Security (with assignment of each employee's\ employment to Buyer such that the obligations owing to such employees shall remain the same but for the identity of Buyer as their new employer), including, without limitation, all employees working for Seller in the Business who: (a) work under the "H-1B Visa" program; and (b) are considered "permanent U.S. residents status pending" (collectively, the "Immigration Related Employees"), as specifically identified on Schedule Kb) attached hereto and made a part hereof, and to the extent any such agreements with Immigration Related Employees constitute executory contracts under Section 365 of the Bankruptcy Code, subject to the terms and conditions concerning "Assumed Contracts", as defined, and as set forth, in paragraph 5 below; provided that, on or before the Closing, Buyer shall have the right to designate which of the Immigration Related Employees it intends to retain (collectively, the "Retained Immigration Related Employees");
• All of the following pertaining to the Business and the Acquired Assets, wherever located: historical revenue information per customer; customer files, lists and sales records; supplier files, lists, records and literature; marketing, advertising and promotional materials; records of salesman commissions or other compensation; business plans; all data and other information stored on hard drives (including those located on remote servers, whether operated by Seller or by third party \ providers); discs, tapes or other media; personnel records for any former employees of Seller as of the Closing who are employed by Buyer after the Closing; and correspondence and other electronic transmissions relating to any and all of the foregoing (collectively, the "Books and Records"), but excluding: (i) all expense and costing information regarding Business sales and operations; (ii) personnel files for any former employees of Seller as of the Closing who are not employed by Buyer within thirty (30) days from and after the Closing, including without limitation, the Immigration Related Employees; (iii) business organizational documents; and (iv) subject to the post-Closing obligations set forth in paragraph 19 below, financial records, income tax returns, checkbooks, cancelled checks, and any other documentation necessary for Seller to conclude the administration of the Chapter 11 Case, including, without limitation, all books, records and documents necessary to prosecute any and all "Causes of Action", as defined below (collectively, the "Excluded Books and Records"); (d) Excluding the "Seller's Agama Claims", as defined below, all trade and other receivables and rights to payments arising from products and services sold in the operation of the Business (collectively, the "Receivables") including, without limitation, unbilled receivables for products and services provided in the operation of the Business prior to the Closing and the Receivables identified on Schedule 1(d) attached hereto and made a part hereof;
• All intangible assets or intellectual property pertaining to the Business, to the extent assignable and transferable under applicable law (collectively, the "Intangible Assets"), including, without limitation, copyrights, trademarks (common and registered), trade names (including, without limitation Stratitude), service marks, service names, patents, websites (including content thereof), domain names, proprietary information, technical information and data;
• The goodwill associated with the Business.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 38-40 on the attached PDF.