AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 to Asset Purchase Agreement ("Amendment") is made and
entered into as of October 28, 2005, by and among Tectonic Network, Inc., a
Delaware corporation and its subsidiary Tectonic Solutions, Inc., a Georgia
corporation (each a Seller, and collectively the "Seller"), and Boston Equities
Corporation, a Nevada corporation ("Boston"), and Tectonic, Inc. a Delaware
corporation and subsidiary of Boston (the "Buyer') with respect to the following
facts:
A. Seller and Boston entered into that certain Asset Purchase Agreement
dated as of October 3, 2005, as amended by that certain Amendment No. 1 to Asset
Purchase Agreement dated October 12, 2005 (the "Agreement").
B. Seller, Boston and Buyer now wish to amend the Agreement as set forth
herein.
IN CONSIDERATION OF the foregoing premises and mutual covenants contained
herein and in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Amendment agree as follows:
1. Assignment to Buyer. Boston hereby assigns its rights and obligations
under the Agreement to Buyer, and Seller hereby consents to the assignment.
Buyer hereby accepts the assignment and agrees to assume all of the rights and
obligations of Boston under the Agreement. Each reference to Boston in the
Agreement shall be deemed to refer to Buyer in each instance.
2. Amendments to Agreement. The specific provisions of the Agreement
indicated below are hereby amended as follows:
(a) Purchase Price. Section 4.1 is hereby amended to provide as
follows:
The total consideration to be paid by the Buyer for the Assets
and the assumption of the Assumed Liabilities (the "Purchase Price")
shall be: (i) cash in the amount of $1,350,000, plus (ii) cash in
the amount of any operating expenses actually incurred or accrued
between October 31, 2005 and the Closing Date (up to a maximum of
$150,000), plus (iii) any amounts outstanding under the Senior
Secured Super-Priority Debtor-in-Possession Loan and Security
Agreement of even date herewith between Seller and Buyer (the "Loan
Agreement"). Buyer shall make an initial nonrefundable payment of
$250,000 within one business day of the entry of the Sale Order. The
balance of the Purchase Price shall be paid on the Closing Date. In
the event that the Closing does not occur as a result of any breach
by Buyer on the Closing Date, Seller shall be entitled to retain the
deposit.
(b) Closing Date. Section 5.2 is hereby amended to provide that the
Closing Date shall take place on or before November 8, 2005.
(c) Seller's Contracts. Schedule C is hereby amended and replaced
with Schedule C attached hereto.
3. Impact on Other Provisions. All other terms and conditions of the
Agreement not specifically amended by this Amendment shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their authorized representatives as of the date first written above.
TECTONIC NETWORK, INC., TECTONIC SOLUTIONS, INC.,
a Delaware corporation a Georgia corporation
as debtor and debtor-in-possession as debtor and debtor-in-possession
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By: By:
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Its: Its:
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BOSTON EQUITIES CORPORATION, TECTONIC, INC.,
a Nevada corporation a Delaware corporation
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By: By:
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Its: Its:
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2
EXHIBIT C
SELLER CONTRACTS
1. All sales agreements, contracts and invoices.
2. Bronto Mail, Inc. - month to month contract dated February 19, 2003,
for email distribution service - e-newsletter in the amount of $2,220 per
quarter.
3. The Xxxxxx Company - amounts owed for storage and construction on the
Trade Show booth in the amount of $14,202.84
4. Next Step CAD - amounts owed for CAD modeling services in the amount of
$3,150.00
5. Xxxxx Xxxxx - amounts owed for e-newsletter consulting services in the
amount of $1,350.00
