THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT OF GRAND CENTRAL MANAGEMENT, LLC
THIS
THIRD AMENDMENT (“Amendment”)
dated
as of August 7, 2006, by and between GRAND CENTRAL MANAGEMENT SERVICES, LLC,
a
New York limited liability company having its principal place of business at
0
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx (“Seller”),
and
BASIC CARE NETWORKS, INC., a Delaware corporation having its principal place
of
business at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000
(“Buyer”),
is an
amendment to that certain Asset Purchase Agreement dated November 18, 2005
by
and among the Buyer and Seller (the “Agreement”).
1.
The
parties mutually agree that Section 9(k) of the Agreement is hereby amended
and
restated to read in its entirety as follows:
“(k)
Registration
Statement Effective.
The
Registration Statement shall have become effective under the Securities Act
and
no stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the SEC; provided, however, that in the event (i) the
Registration Statement shall not have been filed with the SEC on or before
March
15, 2006, or (ii) the Registration Statement shall not have been declared
effective on or before October 16, 2006, the Seller shall have the right, in
its
sole discretion, to terminate this Agreement without cost or
penalty.”
[Remainder
of Page Left Blank Intentionally]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in the manner legally binding upon them as of the date
first above written.
| BASIC CARE NETWORKS, INC. |
GRAND
CENTRAL MANAGEMENT
SERVICES,
LLC, by SJB Ventures, Inc.,
a
Member
|
||
| By: /s/ Xxxxxx Xxxxxxxx | By: /s/ Xxxxxx Xxxxxxxx | ||
|
Name:
Xxxxxx Xxxxxxxx
Title:
Chief Executive Officer
|
Name:
Xxxxxx Xxxxxxxx
Title:
Authorized Signatory
|
