Asset Purchase Agreement [Amendment] - Caldera Systems Inc. and Caldera Inc.
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
OF
CALDERA SYSTEMS, INC. AND CALDERA, INC.
This Amendment to that certain Asset Purchase Agreement dated as of
September 1, 1998 (the "Agreement") by and between Caldera Systems, Inc., a Utah
corporation ("Purchaser") and Caldera, Inc., a Utah corporation ("Seller") is
dated and effective as of September 1, 1998.
1. The Agreement is hereby amended by striking and deleting the first
sentence of Section 1.3 as it presently exists and substituting for and in lieu
thereof the following:
1.1 Purchase Price and Allocation of Purchase Price. Subject to upward
adjustment as provided in this Section 1.3, the purchase price for the
Asset (the "Purchase Price") shall be Nineteen Million Nine Hundred Twenty
Eight Thousand Eight Hundred Forty Eight and no/100 Dollars $19,928,848.00
and the Purchase Price shall be allocated to the Assets as set forth on
Exhibit "H" attached hereto.
2. The Agreement is hereby amended by adding a new subsection (c) in
Section 1.4 as follows:
and (c) by canceling $4,928,848.00 of indebtedness owed by seller to the
Canopy Group, Inc. and which indebtedness has then been assigned by the
Canopy Group, Inc. to the purchaser.
3. The Agreement is hereby amended by striking and deleting the Section
1.6 as it presently exists and substituting for and in lieu thereof the
following:
1.6 Documentation of Sale of Inventory and Tangible Personal Property. At
the Closing Seller shall execute and deliver to Purchaser the Bill of Sale
attached hereto as Exhibit "A" (the "Bill of Sale") to evidence and effect
the transfer of the inventory and other tangible personal property
identified in Exhibit "A".
4. The Agreement is hereby amended by striking and deleting subsection
(i) entitled "Accounts Receivable" under Section B, of the Recitals.
5. Except as herein amended, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Asset
Purchase Agreement as of the day above first written.
CALDERA SYSTEMS, INC.
By: /s/ RANSOM H. LOVE
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Title: President/CEO
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CALDERA, INC.
By: /s/ Bryan Sparks
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Title: CEO
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