ADDENDUM TO AGREEMENT
ADDENDUM
TO AGREEMENT
This
Addendum is made and entered into this 1st
day of
August, 2006, by and between Pantel Systems Inc., a.k.a friendlyway Inc., a
Nevada based publicly traded company with offices at 0000 Xxxxxxxx Xxxxxx Xxxxx,
Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000, hereinafter referred to as (“PSI”), and
Ignition Media Group., Inc., a Nevada based wholly owned subsidiary of PSI
,
with offices at 0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX
00000, hereinafter referred to as (“IMG”) and collectively with PSI referred to
as (“Buyer”) and Ignition Media Group., LLC., with offices at 000 Xxxxxxxxxx Xx.
Xxxxxxxxx XX 00000 hereinafter referred to as (“Seller”). The parties having
executed an Asset Purchase Agreement on May 18, 2006, hereinafter referred
to as
(“APA”) having verbally agreed to amend, extend, and supplement the APA on July
28, 2006 enter into this written Addendum to amend, extend, and supplement
the
APA which, in the event of inconsistency with the APA this Addendum will
control, as follows:
l.
References:
Buyer
and Seller incorporate any and all references to the APA as if stated herein
at
length.
2.
Pursuant
to Section 6. of the APA, Closing:
The
closing of the transactions contemplated hereby (the “Closing”) shall occur on
August 15, 2006. The fifty thousand dollar ($50,000) payment shall be paid
to
Seller by Buyer on or before August 3, 2006 and shall be credited to the
Purchase Price as defined in Section 3.
3.
Pursuant
to Section 1. of the APA, Purchase and Sale:
(a)
In
consideration of Buyer’s payment of two million five hundred thousand dollars
(US $2,500,000) (the “Purchase Price”), Seller hereby sells, assigns, transfers
and delivers the Assets to Buyer. The Purchase Price shall be paid as follows:
(i) cash in the amount of one million dollars (US $1,000,000) which shall be
paid by Buyer to Seller, which shall be documented in the form of a Promissory
Note which Buyer and Seller shall execute at Closing consistent with the
following structure:
1
Buyer
shall make the following payments on the following dates to Seller, timeliness
of the essence:
|
Payment
Due Date from Buyer to Seller
|
Installment
Payment of
Purchase Price (USD) |
|
|
August
15, 2006
|
75,000.00
|
|
|
September
15, 2006
|
75,000.00
|
|
|
October
15, 2006
|
75,000.00
|
|
|
November
15, 2006
|
90,000.00
|
|
|
December
15, 2006
|
90,000.00
|
|
|
January
15, 2007
|
90,000.00
|
|
|
February
15, 2007
|
90,000.00
|
|
|
March
15, 2007
|
90,000.00
|
|
|
April
15, 2007
|
90,000.00
|
|
|
May
15, 2007
|
90,000.00
|
|
|
June
15, 2007
|
35,000.00
|
|
|
July
15, 2007
|
35,000.00
|
and
(ii)
shares of PSI’s common stock having an agreed aggregate value of one million
five hundred thousand dollars (US $1,500,000) hereinafter referred to as
(“Common Stock”). The number of shares to be issued shall be equal to dividing
one million five hundred thousand dollars (US $1,500,000) by the average closing
bid price of the Buyer’s public stock during the ten days preceding Closing.
4.
In
Addition to and Pursuant
to Section 3. of the APA, Remedies:
(b)
In
the event Buyer defaults in making any Installment Payments of the Purchase
Price to Seller on the due date as outlined in the APA and this Addendum Buyer
shall be in default of the APA. Upon receipt of written notice from Seller,
Buyer shall have fifteen days (15) to remedy the default by providing Seller
with that installment payment that is past due. In the event Buyer does not
remedy such default within the fifteen day (15) period, Seller at Seller’s sole
discretion may provide written notification, hereinafter referred to as
(“Re-Assignment Notification”) to Buyer requiring Buyer to assign ownership of
the Agreements Buyer has with Xxxxxxxxxx Grocery Company Inc., Ingles Markets
Inc., and Save Mart Supermarkets Inc. hereinafter collectively referred to
as
(“Retail Agreements”), in addition to any digital signage equipment owned by
Buyer that is installed in any retail locations which are owned, operated,
or
managed by Xxxxxxxxxx Grocery Company Inc., Ingles Markets Inc., and or Save
Mart Supermarkets Inc., hereinafter collectively referred to as (“Retail
Partners”). Upon receipt of Re-Assignment Notification Buyer shall immediately
thereupon assign clear title to the Retail Agreements, additionally Seller
shall
be responsible for any outstanding lease payments held by Buyer related to
any
digital signage equipment installed in retail locations owned, operated, or
managed by the Retail Partners. In the event Buyer has fulfilled lease payments
for digital signage Equipment installed in retail locations owned, operated,
or
managed by the Retail Partners, wherein the value of the lease payments that
Buyer has made plus the amount of the Promissory Note which Buyer has paid
to
Seller exceeds the total value of the Promissory Note hereinafter referred
to as
(“Excess Lease Value”), Seller shall be obligated to repay Buyer the Excess
Lease Value. In the event Buyer has purchased digital signage equipment
installed in retail locations owned, operated, or managed by the Retail
Partners, wherein the purchase price of the digital signage equipment plus
the
amount of the Promissory Note which Buyer has paid to Seller exceeds the total
value of the Promissory Note, hereinafter referred to as (“Excess Purchase
Value”), Seller shall be obligated to repay Buyer the Excess Purchase Value. The
rate at which Seller shall pay Buyer both Excess Purchase Value and Excess
Lease
Value shall be calculated by adding the Excess Lease Value and the Excess
Purchase Value, dividing it by the number of locations owned, operated, or
managed by the Retail Partners wherein digital signage Equipment is installed
and dividing it by twenty-four equal payments (24) to be paid by Seller to
Buyer
on the first of each month commencing thirty days (30) after the date of
default. In exercising the aforementioned remedies, the Seller in no way becomes
obligated to refund any part of the Purchase Price which has been previously
been paid.
2
5.
Deployment:
Consistent with the Sellers representations made to the Retail Partners at
the
request of Buyer, Buyer agrees to procure the necessary Equipment to deploy
the
following locations in the time period specified below:
|
Deployment,
Number of locations, by Retail Partner
|
|||
|
|
Xxxxxxxxxx
Grocery
Company Inc. |
Ingles
Markets Inc. |
Save
Mart
Supermarkets Inc. |
|
September
1, 2006
|
30
|
20
|
25
|
|
October
1, 2006
|
50
|
|
25
|
|
November
1, 2006
|
78
|
|
12
|
|
December
1, 2006
|
|
40
|
|
|
January
1, 2007
|
|
40
|
|
|
February
1, 2007
|
|
40
|
|
|
March
1, 2007
|
|
40
|
|
IN
WITNESS WHEREOF,
the
parties hereto have caused this Addendum to be executed by their respective
duly
authorized officers or representatives as of the last date set forth
below.
| Ignition Media Group, LLC | Pantel Systems, Inc | |
| By: /s/ Xxxxxxxx Xxxxxxxxxx | By: /s/ Xxx Xxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxxx | Name: Xxx Xxxxxxx | |
| Title: President Title: Chief Executive Officer | ||
| Ignition Media Group, Inc | ||
| By: /s/ Xxxxxxxx Xxxxxxxxxx | ||
| Name: Xxxxxxxx Xxxxxxxxxx | ||
| Title: President |
3
