AMENDMENTS TO ASSET PURCHASE AGREEMENT
December 22, 1999
The following amendments dated December 22, 1999 are made to the Asset Purchase
Agreement among Compu-Xxxx, Inc., GPC Acquisition Corp., Global PC, Inc., Xxxx
Xxxxxxx and Xxxxx Xxxxxxxxx, dated July 30, 1999, as amended on September 24,
1999, September 26, 1999 and November 23, 1999.
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SECTION AMENDMENT
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1. 2.3.1 The sentence which was added at the end of Section 2.3.1 in
the Amendment to Asset Purchase Agreement dated November 23,
1999, paragraph 3, which read: "Additionally, the purchaser
or Compu- XXXX shall pay Seller an amount not to exceed the
total tax liability amount set forth on Schedule 3.9 plus
$10,000 (the "Cash Purchase Price"), which proceeds shall be
used by Seller only and specifically to satisfy the tax
liability set forth on Schedule 3.9.", is amended to read in
its entirety as follows: "Additionally, the Purchaser or
Compu- XXXX shall pay Seller an amount equal to the total
tax liability amount finally negotiated by Seller and the
taxing authorities set forth on Schedule 3.9, but in no
event shall such amount exceed the total tax liability
amount set forth on Schedule 3.9 plus $10,000 (collectively,
the "Cash Purchase Price"), which proceeds shall be used by
the Seller only and specifically to satisfy the tax
liabilities finally negotiated with such taxing
authorities."
2. Section 2.3.2(b) The following sentence is added to Section 2.3.2(b): The
persons listed on Schedule 2.3.2(a)(i) may deliver
subscription agreements to Compu- XXXX up to the fifteenth
day following the Closing (which shall occur on the date
hereof). A determination as to who the accepted subscribers
will be, shall be made by Compu-XXXX up to that time.
3. Section 2.3.2(c) Section 2.3.2(c), which was added by paragraph 5 of the
Amendments to Asset Purchase Agreement dated November 23,
1999, is amended to read in its entirety as follows: The
Cash Purchase Price shall be delivered to the Seller at such
time as the tax liabilities to the taxing authorities set
forth on Schedule 3.9 as finally negotiated between the
Seller and such taxing authorities become absolutely due
pursuant to agreements reached between the Seller and each
of such taxing authority, but in no event prior to the
Closing.
All other terms of the Asset Purchase Agreement as amended on September 24,
1999, September 26, 1999 and November 23, 1999 shall remain and continue in full
force and effect as amended hereby.
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WITNESS the execution of these Amendments as of the date first above
written.
COMPU-XXXX, INC.
By: /s/ Xxxx X. Theale
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GPC ACQUISITION CORP.
By: /s/ Xxxx X. Theale
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GLOBAL P.C., INC.
By: /s/ Xxxx Xxxxxxx
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/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
/s/ Xxxxx Xxxxxxxxx
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XXXXX XXXXXXXXX
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