EXHIBIT B
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to the Asset Purchase Agreement, dated December
15, 2000 (the "Agreement") is made and entered into as of the 30th day of
January, 2001, by and between SAFLINK Corporation, a Delaware corporation
("SAFLINK") and Jotter Technologies Inc., a Delaware corporation ("Jotter").
WITNESSETH:
WHEREAS, the parties entered into the Agreement for purposes of setting
forth certain representations, warranties, and agreements made by each to the
other as an inducement to the execution and delivery of the Agreement and the
conditions precedent to the consummation of the asset purchase and transactions
related thereto;
WHEREAS, the parties wish to modify the Agreement in the manner set
forth herein;
NOW, THEREFORE, the parties agree as follows:
1. SECTION 3.3. Section 3.3 of the Agreement is hereby amended to read as
follows:
Subject to the provisions of Section 7.3, all of the Shares shall be issued to
the escrow agent (the "Escrow Agent") designated by and under the terms of an
escrow agreement substantially in the form attached hereto as Exhibit 3.3 (the
"Escrow Agreement"). The Shares shall be delivered by Purchaser to the Escrow
Agent within seventy five (75) days of the Closing Date. Subject to the
provisions of Sections 6.4 and 7.3, such Shares delivered to the Escrow Agent
shall be delivered to Jotter as follows: (i) three hundred and fifty thousand
(350,000) Shares ninety (90) days after the Closing Date (the "First Release
Date"), and (ii) at a rate of two hundred and fifty thousand (250,000) Shares
per month after the First Release Date, under the conditions provided in the
Escrow Agreement.
2. SECTION 7.3(A). Section 7.3(a) of the Agreement is hereby amended to
read as follows:
Within sixty (60) days of the Closing Date, Jotter shall deliver to the
Purchaser a certificate issued pursuant to Subsection 116(2) of the ITA, with
respect to such of the Assets of Jotter as constitute "Taxable Canadian
Property", as that term is defined in the ITA. Each such certificate shall have
as the "certificate limit" as defined in Subsection 116(2) of the ITA, an amount
no less than the cost to the Purchaser of such Taxable Canadian Property.
3. EFFECT. Except as otherwise set forth in this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.
4. GOVERNING LAW. This agreement shall be governed by, construed under and
enforced in accordance with the laws of the State of Delaware without regard to
any conflict of law principles thereof.
5. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
SAFLINK CORPORATION
BY: /s/ XXXXXXX X. XXXXXXX
----------------------
XXXXXXX X. XXXXXXX
CHIEF EXECUTIVE OFFICER
JOTTER TECHNOLOGIES INC.
BY: /s/ XXXXX XXXXXXXXXXX
---------------------
XXXXX XXXXXXXXXXX
PRESIDENT