ASSET PURCHASE AGREEMENT
AMENDMENT #1
This Asset Purchase Agreement Amendment #1 (Amendment) is entered into
as of this 15th day of April 2004 by and between Xxxx Xxxxx ("Seller"), and
Aptus Corp., a Delaware corporation ("Buyers"). Buyer and Seller are referred to
collectively herein as the "Parties".
WHEREAS, the Parties have entered into an Asset Purchase Agreement on
January 23, 2004; and
WHEREAS, the Parties desire to amend Section 2(b), Purchase Price; and
WHEREAS, Section 2(b) shall be replaced in its entirety as follows:
(b) Purchase Price. At Closing, which shall occur on or before January 31,
2004, unless extended, Buyer shall as follows:
1. $500,000 payable in common stock as established in Exhibit G.
Subject to the terms and conditions herein stated, the
certificates representing the common stock shall be tendered,
at closing, by Buyer to Seller, duly endorsed or accompanied
by stock power(s) duly executed in blank by Buyer, with all
necessary transfer tax and other revenue stamps, if any,
acquired at Buyer's expense, affixed and cancelled. Buyer
agrees to cure any deficiencies with respect to the
endorsement of the certificate(s) representing the common
stock of Buyer to be conveyed to Seller pursuant to this
Agreement, whether now or in the future or with respect to the
stock powers accompanying any such certificate(s).
2. Upon the signing of the definitive Purchase Agreement a cash
payment of $8,500.00
3. Seller shall be granted a warrant to purchase 500,000 shares
of common stock of Aptus Corp. with an exercise price of $0.50
per share and may be exercised in whole or in part at any time
from January 23, 2004 through January 22, 2014
4. The assumption by Buyer of all obligations of Seller and/or
Appgen Technologies, Inc., a Delaware corporation ("Appgen")
to provide continuing customer service and support to the
existing licensee of the CODE in accordance with the existing
license agreements between such licensees and Appgen and/or
Seller.
IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Agreement
Amendment #1 on as of the date first above written.
SELLER:
Xxxx Xxxxx
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx
BUYER:
Aptus Corp.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: President
