0000950159-10-000647 Sample Contracts

ACKNOWLEDGEMENT AND AGREEMENT REGARDING CASH PURCHASE PRICE
Acknowledgement and Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec

Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of September 15, 2009, by and between SMS Maintenance, LLC, a Delaware limited liability company (“Purchaser”), and QualTech Services Group, Inc., a Delaware corporation (“Seller”), pursuant to which Purchaser desires to purchase the Purchased Assets and obtain the assignment of the Assumed Contracts from Seller, and Seller desires to sell, convey, assign and transfer to Purchaser the Purchased Assets, all in the manner and subject to the terms and conditions set forth in the Purchase Agreement. Capitalized terms used herein which are not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement.

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SETTLEMENT AGREEMENT
Settlement Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec

This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of June __, 2010, by and between John R. Riconda (“Riconda”), an individual residing at 130 Soundview Terrace, Northport, New York, on the one hand, and QSGI Inc. (a/k/a QSGI, Inc.) a Delaware Corporation, inclusive of its bankruptcy estate and its wholly-owned subsidiaries and/or affiliates as the same may have from time to time existed, including, but not limited to QSGI-CCSI, Inc., a Delaware corporation (collectively, the “Debtor” or “QSGI”), on the other..1

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale and Assignment and Assumption Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec • Illinois

THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of September 23, 2009 by and between Victory Park Credit Opportunities Master Fund, Ltd. ("Purchaser") and QSGI, Inc. ("Seller").

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
Bill of Sale and Assignment and Assumption Agreement • July 20th, 2010 • Qsgi Inc. • Services-business services, nec • Delaware

THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of September 24, 2009 by and between SMS Maintenance, LLC, a Delaware limited liability company ("Purchaser"), and QualTech Services Group, Inc., a Delaware corporation ("Seller").

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