EXHIBIT 99.2
MODIFICATION AGREEMENT
This Modification Agreement, entered into as of December 22, 2008, is
by and between NETtime Solutions, LLC, an Arizona limited liability company
("NETtime Solutions"), and Tempco, Inc., a Nevada corporation formerly known as
NETtime Solutions, Inc. ("Tempco"), acting on behalf of its wholly-owned
subsidiaries, NETtime Solutions, Inc., an Arizona corporation, and NetEdge
Devices, LLC, an Arizona limited liability company.
RECITALS
NETtime Solutions and Tempco are parties to a certain Asset Purchase
Agreement, entered into as of February 8, 2008 ("the "Asset Purchase
Agreement"). NETTime Solutions and Tempco are entering into this Modification
Agreement to correct an administrative error in the Asset Purchase Agreement,
and to amend the terms of the Asset Purchase Agreement to clarify that to the
extent Article VII survived the closing under the Asset Purchase Agreement, it
will be deemed to be of no further force and effect as of the date of this
Modification Agreement.
AGREEMENT
1. Amendment. The following amendments to the Asset Purchase Agreement are
deemed effective as of the date of the Asset Purchase Agreement:
(i) Section 1.2. Section 1.2 of the Asset Purchase Agreement is hereby
amended by deleting the parenthetical that reads: "(the "Assumed Liabilities")".
(ii) Section 1.4. Section 1.4 of the Asset Purchase Agreement is hereby
amended by deleting the word "excluding" from the fourth line and inserting in
its place the following phrase: "including without limitation". The parties
acknowledge and agree that this amendment states the true intention of the
parties that the liabilities and obligations arising out of or relating to the
Assets and/or the Business (as those terms are defined in the Asset Purchase
Agreement) were assumed by NETtime Solutions as of the closing of the Asset
Purchase Agreement, and are to be discharged by NETtime Solutions.
2. Survival of Article VIII. The parties hereby agree that, notwithstanding
Section 10.2 of the Asset Purchase Agreement, the indemnification obligations of
Tempco under Article VIII are deemed to have expired as of the date of this
Modification Agreement and Article VIII is no longer of force or effect.
3. Miscellaneous.
(i) Binding Effect. This Modification Agreement is binding on the
parties and their respective successors and permitted assigns.
(ii) Governing Law. This Modification Agreement shall be governed by
and construed in accordance with the Laws of the State of Arizona (without
regard to its conflicts of law doctrines).
(iii) Counterparts. This Modification Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and shall become.
(iv) Entire Agreement. This Modification Agreement embodies the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein. This Modificatior Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
[Signature page follows]
TEMPCO, INC., a Nevada corporation
(f/k/a NETTIME SOLUTIONS, INC.)
By: /s/ Xxxxxxx X. Xxxxxx January 21, 2009
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Name: Xxxxxxx X Xxxxxx
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Its: President
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NETTIME SOLUTIONS, LLC,
an Arizona limited liability company
By: /s/ Xxxxx Xxxxxx
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January 21, 2009
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Name: Xxxxx Xxxxxx
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Its: President and CEO
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