EXHIBIT 10.1
AMENDMENT
THIS AMENDMENT ("Amendment"), made this 16th day of February, 2000,
by and between TELTRONICS, INC., a Delaware corporation with principal offices
at 0000 Xxxxxxxxx Xxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx 00000 ("Buyer") and
TELIDENT, INC., a Minnesota corporation with its principal offices located at
Ten Xxxxxx Xxxxxx X.X., Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000 ("Seller").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Buyer and Seller entered into an Agreement of Sale dated
December 31, 1999 ("Agreement") and
WHEREAS, Buyer and Seller desire to amend the Agreement as described
in this Amendment.
NOW, THEREFORE, in consideration of the mutual promises herein set
forth and subject to the terms and conditions of this Amendment, Seller and
Buyer agree as follows:
1. The second WHEREAS clause on the first page of the Agreement
shall be deleted in its entirety.
2. The following definitions shall be deleted in their entirety from
Paragraph 1 of the Agreement:
"ISI" and "ISI Molds."
3. The following is included as a "Purchased Asset" in the
definition of "Purchased Assets" on page 4 of Paragraph 1 of the Agreement:
"One Million One Hundred Thousand Dollars ($1,100,000.00) in
cash"
4. Paragraph 2(b) of the Agreement shall be deleted in its entirety.
5. Paragraph 3(b) of the Agreement shall be deleted in its entirety.
6. Paragraph 4(a)(viii) of the Agreement is amended to read in its
entirety as follows:
"Wire transfer of funds payable to Buyer to bank account to be
designated by Buyer in the amount of One Million One Hundred Thousand Dollars
($1,100,000.00)."
7. Paragraph 4(c)(ii) of the Agreement shall be deleted in its
entirety.
8. Paragraph 4(c)(vi) of the Agreement shall be deleted in its
entirety.
9. Paragraph 7(j) of the Agreement shall be deleted in its entirety.
10. Paragraph 9(k) of the Agreement shall be deleted in its
entirety.
11. Paragraph 11(f) of the Agreement is amended to read in its
entirety as follows:
"(f) Documentation. All matters and proceedings taken in
connection with the sale of the Purchased Assets as herein contemplated,
including forms of instruments and matters of title, shall be reasonably
satisfactory to Seller and its counsel."
12. Paragraph 11(k) of the Agreement shall be deleted in its
entirety.
13. Paragraph 12(i) of the Agreement shall be deleted in its
entirety.
14. Paragraph 12(n) of the Agreement shall be deleted in its
entirety.
15. The first sentence of Paragraph 25 of the Agreement is amended
to read in its entirety as follows:
"All costs and expenses, including accountant's fees, incurred
by Seller in connection with this Agreement and the transactions contemplated or
required hereby, including but not limited to, all costs of dissolving the
Seller and all costs relating to the Proxy Statement (the "Transaction Costs"),
shall be paid by the Seller at Closing, except that Buyer shall assume and pay
directly to Telident's professional advisors up to a maximum of fifty thousand
dollars ($50,000.00) cash in the aggregate towards expenses and up to
twenty-five thousand (25,000) additional Shares towards expenses."
16. The last sentence of Paragraph 25 of the Agreement is amended to
read in its entirety as follows:
"In addition, Buyer shall assume Seller's liability, if any,
in an amount not to exceed twenty-five thousand dollars ($25,000.00) in the
aggregate, solely with respect to pending litigation of Seller which is
disclosed in Seller's Disclosure Statement and which liability is outstanding
after the Closing Date, including any legal fees related to such litigation
which Seller has incurred prior to the Closing Date, provided that Buyer's
assumption of liability under this Paragraph 25 constitutes only an obligation
to pay. Under no circumstances shall such assumption be deemed or construed as
an obligation of Buyer to defend, settle, compromise or appeal such litigation
and Seller agrees and acknowledges that all other obligations relating to such
litigation, including, without limitation, any defense, settlement, compromise
or appeal, are and shall remain the exclusive obligation of Seller."
17. Exhibit B to the Agreement shall be deleted in its entirety.
18. Paragraph 3 of Exhibit C to the Agreement shall be deleted in
its entirety.
19. Except as expressly amended by this Amendment, the Agreement
shall remain in full force and effect without amendment, modification, waiver or
other change of any kind.
20. This Amendment, and the Agreement as amended by this Amendment,
constitute the entire understanding of the parties hereto with respect to the
subject matter hereof, and supersede any prior understandings or agreements,
oral or written, and no amendment, modification or alteration of the terms
hereof shall be binding unless the same be in writing, dated subsequent to the
date hereof and duly approved and executed by each of the parties hereto.
IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as
of the day and year first above written.
SELLER BUYER
Telident, Inc. Teltronics, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxx
-------------------------------- -------------------------------------
Xxxxx Xxxxxx, CEO Xxxx Xxxxxxx, President and CEO
