AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT
Exhibit
10.18
[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
SUCH
PORTION WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***] HAS
BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE
COMMISSION.]
AMENDMENT
NO.
1
TO
SOFTWARE LICENSE AND
SERVICES
AGREEMENT
THIS
AMENDMENT NO. 1
TO
SOFTWARE LICENSE AND SERVICES AGREEMENT (the
“Amendment”)
is
entered as of this 14th
day
of
January 2008 (the “Effective
Date”),
BETWEEN:
PLUS
44
HOLDINGS
INC.,
a
corporation incorporated pursuant to the laws of the Republic of Panama,
with
offices
at Edificio ADR,
Piso
13,
Avenida
Xxxxxx Xxxxx y
Xxxxx
00,
Xxxxxxx,
Xxxxxx Xxxx,
Xxxxxxxx
of Panama (“PLUS 44”)
-
and -
CUCHULAINN
HOLDINGS,
INC.
a corporation
incorporated pursuant to the laws of the Republic of Panama, with offices at
Casa 0, Xxxxx 0, Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxx of Panama (“LICENSEE”)
Plus
44
and Licensee are each a “party”
and
may
collectively be referred to as the “parties”.
1.
Background
1.1
WHEREAS, the
parties entered into a SOFTWARE
LICENSE AND
SERVICES
AGREEMENT,
dated
as
of November 3, 2007 (the
"Agreement");
and
1.2
WHEREAS,
the
parties contemplated that the "Go-Live
Date" under
the
Agreement would occur during the third calendar quarter of 2008; and
1.3
WHEREAS,
LICENSEE,
upon the advice of
its
financial advisors and shareholders, desires, that, in order to facilitate
its
raising
of capital and for competitive reasons, the Go-Live Date be advanced to occur
during the second calendar quarter of 2008;
and
1.4
WHEREAS,
PLUS
44
is
willing to take such measures as are reasonable to cause the Go-Live
Date
to occur during the second calendar quarter of 2008, in exchange for a payment
by LICENSEE
to
PLUS
44
in
the
amount of [***], representing its fees and costs therefore,
NOW
THEREFORE,
in
consideration of the mutual promises and covenants set forth herein, the
sufficiency of which is hereby acknowledged, PLUS
44
and
the
LICENSEE agree as follows:
2.
Go-Live
Date
Plus
44
shall take such reasonable measures as are in its judgment required to cause
the
"Go-Live Date" to occur during the second
calendar quarter of 2008. Because of the possibilities, among others, that
technical difficulties may supervene or that the software that is developed
may
not be competitive with software developed by third parties, Plus 44 does not
guarantee that the Go-Live Date will so occur.
3.
Fee
LICENSEE
shall pay a fee to Plus 44 or its designee in the amount of [***], which shall
be in addition to all other amounts
payable by
it
under
the Agreement, upon the signing of this Amendment.
1
[CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH
SUCH
PORTION WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***] HAS
BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE
COMMISSION.]
3.
General Provisions
3.1
The provisions of sections 2 and 3 shall supersede all conflicting provisions
of
the Agreement.
3.2
Modification;
Full Force and
Effect.
Except as expressly modified and superseded by this Amendment,
the terms, representations, warranties, covenants and other provisions of the
Agreement
are and shall continue to be in full force and effect in accordance with their
respective terms.
3.3
References to the Agreement. After the date hereof, all references to
the Agreement shall refer
to
the Agreement as amended by this Amendment.
IN
WITNESS
WHEREOF, the
parties have executed this Agreement on the date first written.
| PLUS 44 HOLDINGS INC. | ||
| |
|
|
| Per: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | President | |
| CUCHULAINN HOLDINGS, INC. | ||
| |
|
|
| Per: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | President | |
2
