AMENDMENT TO Asset Purchase and Sale Agreement
Exhibit 10.28
EXECUTION VERSION
AMENDMENT TO Asset Purchase and Sale Agreement
This Amendment to Asset Purchase and Sale Agreement, dated as of January 1, 2015 (this “Amendment”), amends the Asset Purchase and Sale Agreement by and among Agile Technologies, LLC, a New Jersey limited liability company (the “Seller”), the members of the Seller and Majesco, a California corporation (the “Buyer”) (together with Seller and the members of the Seller, the “Parties”), dated December 12, 2014 (the “Purchase Agreement”) to the extent and in the manner herein provided. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.
B A C K G R O U N D
A. WHEREAS the Parties desire to amend the Purchase Agreement; and
a. “Escrow Agent” means US Bank National Association.
b. “Escrow Agreement” means the agreement entered into on the Closing Date by and among the Escrow Agent, Buyer and the Seller.
c. “Escrow Amount” means an amount equal to $765,000.
3. Amendment to Section 3.1(b). Section 3.1(b) of the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with the following:
“(b) on the date set forth in Section 7 of the Amendment, Buyer shall pay or cause to be paid to Seller by means of a wire transfer of immediately available funds to the account of Seller designated in writing by Seller on the day before the Closing Date (the “Funds Flow”) an amount in cash equal to Two Million U.S. Dollars (U.S. $2,000,000.00) less the Escrow Amount, which Escrow Amount Buyer shall pay on the Closing Date into an escrow account specified by the Escrow Agent (which instructions shall also be set forth in the Funds Flow) to be held by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement, subject to adjustments pursuant to Sections 3.2 and 11.5 hereof (the payment to Seller being the “Closing Amount”); plus”.
“(i) the Escrow Agreement, duly executed by Buyer, and such other instruments and documents which Seller may reasonably deem necessary or as may be required to consummate the transactions contemplated hereby.”
“(k) the Escrow Agreement, duly executed by Seller, and such other instruments and documents which Buyer may reasonably deem necessary or as may be required to consummate the transactions contemplated hereby.”
6. Amendment to Exhibit 11.2(g). Exhibit 11.2(g) to the Purchase Agreement is hereby deleted in its entirety and replaced in its entirety with Exhibit 11.2(g) to this Amendment.
-2- |
complaint or initial pleading in any other manner permitted by Law. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT EACH PARTY HERETO SHALL HAVE THE RIGHT TO PROCEED AGAINST ANY OTHER PARTY IN A COURT IN ANY LOCATION TO ENABLE HIM OR IT TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN HIS OR ITS FAVOR.
[Signature Page to Follow]
-3- |
EXECUTION VERSION
Company: | AGILE TECHNOLOGIES, LLC | |
By: | /s/ Xxxxxxx Xxxxxxx | |
Name: Xxxxxxx Xxxxxxx | ||
Title: Managing Director and Chief Executive Officer |
Sellers: | |
/s/ Xxxxxxx Xxxxxxx | |
XXXXXXX XXXXXXX | |
/s/ Xxxx Xxxxxxxx | |
XXXX XXXXXXXX | |
/s/ Xxxxxx Xxxxxx | |
XXXXXX XXXXXX |
Buyer: | MAJESCO | |
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: President and Chief Executive Officer |
[Signature Page to Amendment to Purchase Agreement]