Exhibit 10.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT ("Amendment") is made and
entered into effective as of September 29, 2014, by and between Networking
Partners, Inc., a Nevada corporation ("Purchaser"), and Xxxx Xxxxxxxxx
("Seller"), an individual ("Seller"), all such persons and entities being
referred to herein as "Parties".
RECITALS:
A. The Parties entered into that certain Asset Purchase Agreement on April
22, 2014 ("Agreement"), pursuant to the terms and conditions of which Purchaser
agreed to buy and Seller agreed to sell certain assets described in Exhibit A to
the Agreement ("Assets");
B. The Parties desire to amend the Agreement pursuant to the terms of this
Amendment in order to give Purchaser more time to close the transaction.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties do hereby agree as
follows:
1. Definitions. Unless otherwise defined in this Amendment or the context
otherwise requires, each term used in this Amendment with its initial letter
capitalized which has been specially defined in the Agreement shall have the
same meaning herein as given to such term in the Agreement.
2. Amendments to Agreement. On or before September 22, 2014, the parties
shall close on the Agreement. Within three (3) business days following closing,
Xxxxx X. Xxxx, Attorney at Law will deliver a private placement memorandum to
the Purchaser providing for a no minimum, $1,000,000 maximum offering of common
stock. The parties hereby agree that the following condition subsequent is added
to the Agreement: "In the event that the Purchaser shall fail to raise a minimum
of $125,000 on or before November 30, 2014, pursuant to a private placement
memorandum, the transaction contemplated by the Agreement shall be rescinded and
the preferred stock issued to Seller shall be returned to the Purchaser for
cancellation and the Purchaser shall reconvey the Assets to the Seller, the
newly elected Board members shall resign from their directorships and each of
the Parties shall be restored to their pre-Closing status. The Parties agree
that the subscription proceeds of the offering, the certificate for the
preferred stock issued to Seller, the Xxxx of Sale conveying the assets to the
Purchaser, will be placed in escrow with Xxxxx X. Xxxx, Attorney at Law, and the
proceeds of the offering shall be used to pay outstanding invoices to Xxxxx X.
Xxxx, Attorney at Law. The balance of funds (after paying fees due to Xx. Xxxx)
received as subscriptions shall be released from such attorney's IOLTA account
and turned over to the Purchaser for general working capital purposes. In
addition, until this condition subsequent is satisfied, Xxxxxxxxx shall not
assign, convey, pledge, hypothecate or vote the preferred stock. In the event
that the Purchaser receives a minimum of $125,000 in cleared subscription funds
on or before November 30, 2014, the certificate for the preferred stock shall be
delivered to the Seller, the xxxx of sale for the assets shall be delivered to
the Purchaser." No other changes or amendments are being made to the Agreement.
3. Continuing Effect. Except as expressly modified by the terms and
provisions of this Amendment, each of the terms and provisions of the Agreement
are unchanged and continued in full force and effect.
4. Parties Bound. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns.
5. Counterparts. To facilitate execution, this Amendment may be executed in
as many counterparts as may be convenient or required. It shall not be necessary
that the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of
the parties hereto. Any signature page to any counterpart may be detached from
such counterpart without impairing the legal effect of the signatures thereon
and thereafter attached to another counterpart identical thereto except having
attached to it additional signature pages. Delivery of an executed counterpart
of this Amendment by facsimile transmission shall be binding upon the party
executing and delivering such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year set forth above.
SELLER:
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
PURCHASER:
Networking Partners, Inc.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
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