EXHIBIT 2.6
AMENDMENT AGREEMENT
This Amendment Agreement is dated as of February 14, 2000. Except as
otherwise defined, all terms used herein are as defined in that certain
Acquisition Agreement dated as of December 14, 1999 by and between Advanced
Knowledge, Inc., a Delaware corporation ("AKI"), and Soccer Magic Inc., an
Ontario corporation ("SMI").
1. The documents listed in Section 3 below (the "Documents"),
each of which was executed by one or more of the undersigned as shown in Section
3, was originally prepared with the date "January 14, 2000" for purposes of a
planned closing, which had been scheduled to occur on such date, of the
transactions contemplated by the Acquisition Agreement (the "Transactions"). The
planned closing of the Transactions did not occur on such date, and the
undersigned now wish to change the date of each of the Documents to facilitate a
later closing of the Transactions.
2. The undersigned, as signatories of the Documents as described
in Section 3, hereby agree that the date of each of the Documents of which they
are signatories shall be amended hereby and changed from January 14, 2000 to
March 16, 2000. No other provision of any of the Documents is amended hereby.
3. The Documents and their respective signatories are listed
below:
The Documents Signatories
------------- -----------
Escrow Agreement AKI by Xxxxx Xxxxx
SMI by Xxxxx Xxxxx
Xxxx X. Xxxxxxxxxx, a professional
corporation, by Xxxx X. Xxxxxxxxxx
Asset Sale Agreement AKI by L. Xxxxxxx Xxxxxxxx
Becor Internet, Inc. by Xxxxx Xxxxx
Xxxxx Xxxxx, an individual
SMI by Xxxxx Xxxxx
New Director Resignations Xxxxx Xxxxx, an individual
and New Officer Xxxxx Xxxxxxxx, an individual
Resignations described in Xxxxx Xxxxxxxxxx, an individual
Section 3.02(a)(iii) and (iv)
[REST OF PAGE INTENTIONALLY BLANK]
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Closing bringdown Xxxxx Xxxxx, an officer of AKI
certificate described in L. Xxxxxxx Xxxxxxxx, an officer of AKI
Section 8.01 of the
Acquisition Agreement
Closing bringdown Xxxxx Xxxxx, an officer of SMI
certificate described in Xxxxx Xxxxxxxxxx, an officer of SMI
Section 9.01 of the
Acquisition Agreement
Certified resolutions L. Xxxxxxx Xxxxxxxx, an officer of AKI
described in Section
8.13 of the Acquisition
Agreement
Certified resolutions Manoj Pundit, an officer of SMI
described in Section
9.11 of the Acquisition
Agreement
Certificate of incumbency Xxxxx Xxxxx, an officer of AKI
described in Section 8.15 L. Xxxxxxx Xxxxxxxx, an officer of AKI
of the Acquisition
Agreement
Certificate of incumbency Xxxxx Xxxxx, an officer of SMI
described in Section 9.15
of the Acquisition
Agreement
Officers' Certificate Xxxxx Xxxxx, an officer of AKI
made in connection with L. Xxxxxxx Xxxxxxxx, an officer of AKI
an opinion of Xxxxxx &
Xxxxxxx
Certificate to Xxxxxx Pundit Xxxxx Xxxxx, an officer of SMI
Pathak & Xxxxxxxx in
support of legal opinions
4. This Amendment Agreement may be executed in one or more
counterparts, each of which may be deemed an original but all of which together
shall constitute one and the same instrument. Delivery of this Amendment
Agreement may be made by facsimile transmission, and the acceptance of such
facsimile transmission shall create a valid and binding agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment
Agreement to be executed as of the day and year first above written.
ADVANCED KNOWLEDGE, INC. SOCCER MAGIC INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
--------------------------- -------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxx
Title: President and Chief Executive Officer Title: Chief Executive Officer
By: /s/ L. Xxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxx
--------------------------- -------------------------
Name: L. Xxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx
Title: Secretary Title: President
BECOR INTERNET, INC. Xxxx X. Xxxxxxxxxx,
a professional corporation
By: /s/ Xxxxx Xxxxx By: /s/ Xxxx Xxxxxxxxxx
--------------------------- -------------------------
Name: Xxxxx Xxxxx Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
Signing as officers of AKI: Signing as officers of SMI:
-------------------------- --------------------------
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx
-------------------------------- ------------------------------
Xxxxx Xxxxx, President and Xxxxx Xxxxx
Chief Executive Officer Chief Executive Officer
/s/ L. Xxxxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx
-------------------------------- ------------------------------
L. Xxxxxxx Xxxxxxxx, Secretary Xxxxx Xxxxxxxx, President
Signing as individuals:
----------------------
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxx
-------------------------------- ------------------------------
Xxxxx Xxxxx Xxxxx Xxxxxxxx
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxxxxxx
-------------------------------- ------------------------------
Xxxxx Xxxxx Xxxxx Xxxxxxxxxx
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