SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit
10.1
SECOND
AMENDMENT TO ASSET PURCHASE AGREEMENT
This
Second Amendment to Asset Purchase Agreement (this “Second
Amendment”)
effective as of April 17, 2007, and entered into by and among Xxxxx Networks,
Inc., a Nevada corporation (the “Buyer”),
Abundance Networks, Inc., a Delaware corporation and wholly-owned subsidiary
of
the Buyer, Abundance Networks, LLC, a Delaware limited liability company (the
“Seller”)
and
Abundance Networks (India) Pvt Ltd, an India private limited company and wholly
owned subsidiary of the Seller (collectively, the “Parties”).
WITNESSETH
WHEREAS:
The
Parties previously entered into that certain Asset Purchase Agreement, dated
as
of December 1, 2005 (the “Original
Agreement”).
WHEREAS:
The
Parties previously entered into that certain First Amendment to Asset Purchase
Agreement, dated as of January 20, 2006 (the “First
Amendment”).
WHEREAS:
Section
10.9 of the Original Agreement provides that any term of the Original Agreement
may be amended with the written consent of each of the Parties.
WHEREAS:
In
connection with the Parties’ desire to amend the payment terms contained in the
Original Agreement, as amended by the First Amendment, the parties hereto wish
to amend the Original Agreement as set forth herein.
NOW,
THEREFORE, the
Parties hereto, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, hereby agree as follows:
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1.
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Section
1.3(b)(i) of the Original Agreement and as amended in Section 2 of
the
First Amendment shall be deleted in its entirety and replaced with
the
following in lieu thereof:
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“(i)
The
Buyer shall issue 4,500,000 shares of Common Stock to Seller on or before April
30, 2007.”
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2.
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Section
1.3(b)(ii) of the Original Agreement shall be deleted in its entirety
and
replaced with the following in lieu thereof:
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“(ii)
RESERVED”
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3.
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Section
1.3(b)(iii) of the Original Agreement shall be deleted in its entirety
and
replaced with the following in lieu
thereof:
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“(iii)
RESERVED”
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4.
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Section
1.3(d) of the Original Agreement shall be deleted in its entirety
and
replaced with the following in lieu
thereof:
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“(d)
RESERVED”
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5.
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This
Second Amendment shall be governed by and construed in accordance
with the
internal laws of the State of California, without giving effect to
any
choice or conflict of law provision or rule (whether of the State
of
California or any other jurisdiction) that would cause the application
of
laws of any jurisdictions other than those of the State of California.
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6
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This
Second Amendment may be executed in one or more counterparts and
by
different parties hereto in separate counterparts, each of which
when so
executed and delivered shall be deemed an original, but all such
counterparts together shall constitute one and the same instrument;
signature pages may be detached from multiple separate counterparts
and
attached to a single counterpart so that all signature pages are
physically attached to the same document.
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[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Parties have caused this Second Amendment to Asset Purchase
Agreement to be duly executed as of the date first above written.
XXXXX
NETWORKS, INC.
a
Nevada
corporation
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
President & CEO
ABUNDANCE
NETWORKS, INC.
a
Delaware corporation
/s/
Xxxxxx
X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
President & CEO
ABUNDANCE
NETWORKS, LLC
a
Delaware limited liability company
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President & CEO
ABUNDANCE
NETWORKS (INDIA) PVT LTD
an
India
private limited company
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
President & CEO
