AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement ("Amendment") is made and
entered into as of October 12, 2005, by and among Tectonic Network, Inc., a
Delaware corporation and its subsidiary Tectonic Solutions, Inc., a Georgia
corporation (each a Seller, and collectively the "Seller"), and Boston Equities
Corporation, a Nevada corporation, or its designee (the "Buyer') with respect to
the following facts:
A. Seller and Buyer entered into that certain Asset Purchase Agreement
dated as of October 3, 2005 (the "Agreement").
B. Seller and Buyer now wish to amend the Agreement as set forth herein.
IN CONSIDERATION OF the foregoing premises and mutual covenants contained
herein and in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties to this
Amendment agree as follows:
1. Amendments to Agreement. The specific provisions of the Agreement
indicated below are hereby amended as follows:
(a) Purchase Price. Section 4.1 is hereby amended to provide as
follows:
The total consideration to be paid by the Buyer for the Assets
and the assumption of the Assumed Liabilities (the "Purchase Price")
shall be cash in the amount of $1,350,000, plus any amounts
outstanding under the Senior Secured Super-Priority
Debtor-in-Possession Loan and Security Agreement of even date
herewith between Seller and Buyer (the "Loan Agreement").
(b) Break Up Fee. Section 9.5 is hereby amended to reduce the amount
of the Break Up Fee from "One Hundred Thousand Dollars ($100,000)" to "Fifty
Thousand Dollars ($50,000)."
(c) Bidding Increment. Section 9.6, clause (i) is hereby amended to
replace the amount "One Hundred Thousand Dollars ($100,000)" with the amount
"Fifty Thousand Dollars ($50,000)".
(d) Termination. Section 10.1(c) is hereby amended to provide as
follows:
Buyer may terminate this Agreement by written notice to Seller
if: (i) there is a material adverse effect on the Business or
operations of Seller or Buyer becomes dissatisfied with the results
of its due diligence investigation, (ii) there is a material,
uncured default under the Loan Agreement, (iii) the Preliminary
Order has not been entered by the Court by October 15, 2005, (iv)
the Sale Order has not been entered by the Court prior to October
28, 2005, or (v) the Interim Order (as defined in the Loan
Agreement) approving the loan under the Loan Agreement has not been
entered by the Court by October 15, 2005.
(d) Exhibit C. The list of Sellers Contracts in Exhibit C is amended
to include the following contract:
MC Communications-agreement for AIA exhibit space in the
amount of $3,600
2. Impact on Other Provisions. All other terms and conditions of the
Agreement not specifically amended by this Amendment shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their authorized representatives as of the date first written above.
TECTONIC NETWORK, INC.,
a Delaware corporation
as debtor and debtor-in-possession
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By:
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Its:
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TECTONIC SOLUTIONS, INC.,
a Georgia corporation
as debtor and debtor-in-possession
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By:
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Its:
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BOSTON EQUITIES CORPORATION,
a Nevada corporation
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By:
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Its:
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