FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT dated as of June 30, 2000 (this
"Amendment") among Artisoft, Inc., a Delaware corporation, ("Artisoft"), Triton
Technologies, Inc., a Delaware corporation ("Triton"; Triton and Artisoft are
referred to individually herein as a "Seller" and collectively as the
"Sellers"), Spartacom Technologies, Inc., a Delaware corporation ("Purchaser")
and SpartaCom Inc., a Georgia corporation ("SpartaCom").
WITNESSETH
WHEREAS, the parties have entered into that certain Asset Purchase
Agreement dated as of June 2, 2000 (the "Asset Purchase Agreement"); and
WHEREAS, the parties desire to amend the Asset Purchase Agreement.
NOW, THEREFORE, the parties agree as follows:
1. RECITALS. The foregoing recitals are true and are made part of this
Amendment.
2. DEFINITIONS. Unless otherwise defined in this Amendment, each term used
herein which is defined in the Asset Purchase Agreement shall have the meaning
assigned to it in the Asset Purchase Agreement.
3. AMENDMENT TO THE ASSET PURCHASE AGREEMENT. Section 1.04 of the Asset Purchase
Agreement is hereby amended by (x) deleting the word "and" at the end of clause
(l) thereof, (y) changing the period at the end of clause (m) thereof to a
semi-colon and (z) adding the following new clause (n) at the end thereof:
"(n) any and all liabilities and obligations related to that portion of the
Distribution Agreement (as defined in the Partial Assignment (as defined
below)) which has not been assigned to Purchaser pursuant to the Partial
Assignment. "Partial Assignment" shall mean that Partial Assignment,
Assumption and Modification Agreement dated as of June 29, 2000 among
Purchaser, Artisoft and Tech Data Management, Inc."
4. SECTION HEADINGS. The Section headings in this Amendment are for convenience
of reference only and are not a part of this Amendment.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to any choice
of law doctrine (whether of the State of Delaware or of any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.
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6. EFFECT OF AGREEMENT. Except as amended by this Amendment, all of the terms,
conditions, provisions and covenants of the Asset Purchase Agreement shall
remain and continue in full force and effect and are hereby ratified, repeated
and confirmed in all respects.
7. ENTIRE AGREEMENT. The Asset Purchase Agreement, as amended by this Amendment,
constitutes the entire agreement and understanding among the parties and
supersedes any and all prior agreements and understandings relating to the
subject matter hereof.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Amendment
shall not be effective and binding upon the parties until signed by all of them.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed, each by its due authorized representative, as of the date first above
written.
ARTISOFT, INC.
By: /s/ Michael P. Downey
-------------------------------------
Title: Chairman of the Board Acting CEO
TRITON TECHNOLOGIES, INC.
By: /s/ Michael P. Downey
-------------------------------------
Title: Chairman of the Board Acting CEO
SPARTACOM TECHNOLOGIES, INC.
By: /s/ Dominique Le Roux
-------------------------------------
Title: President
SPARTACOM INC.
By: /s/ Dominique Le Roux
-------------------------------------
Title: President & CEO
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