AMENDMENT TO
ASSET PURCHASE AND SALE AGREEMENT
This AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT ("Amendment") is
dated as of December 13, 1999 (the "Effective Date"), and is entered into by and
between Xxxxxxxx, Inc., a Minnesota corporation ("Seller"), and Radtec
Engineering, Inc., a Colorado corporation ("Buyer").
RECITALS:
A. Buyer and Seller all of the present parties to that certain Asset
Purchase and Sale Agreement dated December 8, 1999 (the "Agreement").
B. Buyer and Seller desire to amend and modify the Agreement as
specifically set forth in this Amendment to complete the allocation of the
purchase price under the Agreement and to recognize that the Trademark (as
defined in the Agreement) has not been registered by Seller.
NOW, THEREFORE, in consideration of the Recitals which are incorporated
into and made a part of this Amendment and the mutual covenants and agreements
set forth therein and herein, the parties hereto agree as follows:
1. Amendments to Agreement. (a) From and after the Effective Date,
Schedule 2 of the Agreement is deleted in its entirety and Schedule 2 attached
to this Amendment is inserted in its place.
(b) From and after the Effective Date, the word "registered" in the
first sentence of Section 1(d) of the Agreement is deleted.
(c) From and after the Effective Date, the first sentence of Section 4
of the Agreement is deleted in its entirety and the following is inserted in its
place:
"Seller shall sell, transfer, assign, convey, and deliver to Buyer at
the Closing the Assets by (i) a warranty xxxx of sale and assignment in
the form of Exhibit B hereto, (ii) an Assignment of Trademark in the
form of Exhibit C hereto to transfer the Trademark, and (iii) such
other good and sufficient instruments of sale, assignment, conveyance
and transfer as shall be required to effectively vest in Buyer all of
Seller's right, title, and interest in and to the Assets, free and
clear of all liens, encumbrances, security interests, actions, claims
and equities of any kind whatsoever."
(d) From and after the Effective Date, Exhibit C of the Agreement is
deleted in its entirety and Exhibit C attached to this Amendment is inserted in
its place.
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2. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of Buyer and Seller and their respective successors and permitted
assigns.
3. Superseding. From and after the Effective Date, all references to
the Agreement shall mean the Agreement, as amended by this Amendment.
4. Confirmation. Except as otherwise expressly set forth in this
Amendment, the Agreement is hereby ratified and confirmed and remains in full
force and effect.
5. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
Xxxxxxxx, Inc., a Minnesota corporation
By:/s/ Xxxxx Xxxxxx
-------------------------------
Xxxxx Xxxxxx, Vice President
Radtec Engineering, Inc., a Colorado corporation
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxxxx, Vice President
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SCHEDULE 2
Allocation of Purchase Price
"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities and Exchange Commission upon request."
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EXHIBIT C
ASSIGNMENT OF TRADEMARK
THIS ASSIGNMENT is made this 13th day of December, 1999, by XXXXXXXX,
INC., a Minnesota corporation ("Assignor"), of 00000 Xxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxx 00000-0000, to RADTEC ENGINEERING, INC., a Colorado corporation
("Assignee"), of 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
RECITALS:
A. Assignor uses the trademark "Triton Doppler Radar" (the "Xxxx").
B. Assignee is acquiring the portion of Assignor's business pertaining
to the manufacture, sale, installation and service of a line of Klystron and
TWT-based Doppler weather radar systems know as the Triton Doppler Radar Series
(the "Business") and in connection therewith all of Assignor's right, title and
interest in and to the Xxxx.
NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged:
Assignor hereby assigns to Assignee all of Assignor's right, title and
interest in and to the Xxxx, together with all of the goodwill of the Business
in connection with which the Xxxx is used and which is symbolized by the Xxxx,
and the right to recover for past infringement of the Xxxx; provided, however,
this Assignment does not include the other registered and unregistered
trademarks and service marks of Assignor which include the word "Triton" (the
"Excluded Marks"), including, without limitation, the marks "Triton", "Triton
X", "Triton Art Paint", "Triton i7", and "Triton RT". This Assignment is subject
to the retention by Assignor of all of its rights, title and interest in and to
the Excluded Marks and the registrations and applications for registration
therefor.
XXXXXXXX, INC., a Minnesota corporation
By: /s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx, Vice President
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