Legal APA Changes Document

AMENDMENT TO ASSET PURCHASE AGREEMENT

This Amendment to Asset Purchase Agreement ("Amendment") is made as of by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller and Buyer entered into that certain Asset Purchase Agreement dated (the "Agreement");

WHEREAS, the parties desire to amend certain provisions of the Agreement as set forth in this Amendment to reflect agreed changes to the scope of purchased assets, purchase price adjustments, and other operative provisions;

WHEREAS, capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Agreement, unless the context requires otherwise.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as follows:

1. AMENDMENTS TO AGREEMENT

1.1 Modification of Defined Sections. Effective as of the Effective Date set forth below, Section of the Agreement is hereby deleted in its entirety and replaced with the following:

1.2 Additional Amendments. The parties further agree to amend the Agreement as set forth in Exhibit A attached hereto, which describes additional changes to the schedule of excluded assets, allocation of purchase price, and any post-closing obligations. A concise summary of material additional amendments is provided below:

2. EFFECT OF AMENDMENT

2.1 Except as expressly amended by this Amendment, the Agreement remains in full force and effect. All references to the Agreement shall be deemed to refer to the Agreement as modified by this Amendment.

2.2 To the extent of any inconsistency between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that it has full corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder, and that the person executing this Amendment on its behalf is duly authorized to do so.

Seller represents that, except as disclosed in writing to Buyer prior to the date hereof, there has been no material adverse change in the assets, liabilities or business operations of the assets being sold since the date of the Agreement.

Buyer represents that it has obtained all necessary corporate approvals to accept the amendments set forth herein and to perform its obligations under the Agreement as amended.

4. CONDITIONS PRECEDENT

5. NOTICES

6. GOVERNING LAW

This Amendment shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

7. ENTIRE AGREEMENT; SEVERABILITY

7.1 This Amendment and the Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior oral or written agreements, promises, representations, or understandings relating thereto.

7.2 If any provision of this Amendment is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 This Amendment may be amended or modified only by a written instrument executed by both parties.

8.2 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of any right.

8.3 This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding and effective.

9. EFFECTIVE DATE

This Amendment shall become effective on the date last signed by the parties below (the "Effective Date").

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