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EXHIBIT 10.36
AMENDMENT TO
ASSET ACQUISITION AGREEMENT
BETWEEN
JAYCOR NETWORKS, INC.
AND
ADAPTEC, INC.
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AMENDMENT TO
ASSET ACQUISITION AGREEMENT
THIS AMENDMENT TO ASSET ACQUISITION AGREEMENT is entered into as of
September 30, 1999 by and between JNI Corp. (formerly JAYCOR NETWORKS, INC.), a
Delaware corporation ("Purchaser"), and ADAPTEC, INC., a Delaware corporation
("Seller").
RECITALS
A. Seller and Purchaser have entered into that certain Asset Acquisition
Agreement dated November 12, 1998 (the "Asset Acquisition Agreement") whereby,
among other things, Purchaser granted Seller certain warrants to obtain
Purchaser's Series A Preferred Stock (the "Original Warrants") in an aggregate
amount of up to approximately 3.15 million shares contingent upon the occurrence
of certain events.
B. The Asset Acquisition Agreement may be amended by the written consent of
the parties thereto.
C. Seller and Purchaser desire to amend the Asset Acquisition Agreement to
eliminate the uncertainties associated with the above referenced contingencies.
NOW, THEREFORE, for good and adequate consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties agree as follows:
1. The parties hereto agree that the Warrant in the form attached to the
Asset Acquisition Agreement as Exhibit D-1 is immediately exercisable on an
after the date hereof with respect to 1,200,000 shares of Purchaser's Series A
Preferred Stock. The aggregate exercise price for such shares shall be $100. The
total number of shares of Purchaser's Series A Preferred Stock which may become
issuable pursuant to Section 2.5(b)(ii) of the Asset Acquisition Agreement is
hereby reduced to 667,574. The parties also agree that if an Event (as that term
is defined in the Asset Acquisition Agreement) occurs during the Measurement
Period (as that term is defined in the Asset Acquisition Agreement), then the
number of shares of Purchaser's Series A Preferred Stock which may become
issuable pursuant to Section 2.5(b)(iv) shall be reduced by 873,046, which
amount represents the difference between the 326,954 shares originally issuable
under Section 2.5(b)(i) of the Asset Acquisition Agreement and the 1,200,000
shares issuable in connection with this Amendment to Asset Acquisition
Agreement.
2. Seller agrees that if Purchaser completes an underwritten public
offering of its common stock on or before December 31, 1999, then Seller shall
complete any audit under Section 2.5(b)(v) of the Asset Acquisition Agreement
within 60 days and that if such audit is not complete by such date, then Seller
shall be deemed to have waived its rights under such provision. Further, if
Purchaser completes and underwritten public offering of its common stock on or
before December 31, 1999, then Purchaser shall only be required to
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maintain records pursuant to Section 2.5(b)(v) of the Asset Acquisition
Agreement for 60 days.
3. All other portions of the Asset Acquisition Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
JNI CORP.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx, President
ADAPTEC, INC.
By: /s/ J. XXXXX XXXXXXXX
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J. Xxxxx Xxxxxxxx, Vice President, Treasurer
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(Please print name and title)
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