AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment
to Asset Purchase Agreement, dated October 18, 2006, amends
that certain Asset Purchase Agreement (the “Asset Purchase
Agreement”), dated as of May 25, 2005, by and among
Automotive Lease Guide (alg), Inc., a Delaware corporation
(formerly Santa Acquisition Corporation), DJR US, LLC, a California
limited liability company (formerly Automotive Lease Guide (alg),
LLC), DJR Canada, Inc., a California corporation (formerly,
Automotive Lease Guide (alg) Canada, Inc.), Douglas W. Aiken, John
A. Blair and Raj Sundaram. Capitalized terms not otherwise defined
herein shall have the meanings set forth for such terms in the
Asset Purchase Agreement.
1.
Amendment
to definition of “ ALG/Chrome Revenues
”.
The definition
of “ ALG/Chrome Revenues ” shall be amended such
that it reads as follows in its entirety:
“
ALG/Chrome Revenues ” means the revenues derived from
the sales and/or licensing of (i) ALG Products and Chrome
Products by Buyer and all Affiliates of Buyer and (ii) any New
Products(s), in each case, as determined in accordance with GAAP.
“ALG/Chrome Revenues” shall also include the
amortization of any deferred liability existing on the balance
sheets of ALG or Chrome immediately prior to, in the case of ALG,
May 25, 2005 and in the case of Chrome, May 10, 2005 to
the extent such amounts would have been recorded as revenue for the
relevant months.”
The parties
agree that the deferred liability existing on the balance sheet of
ALG on May 25, 2005 equal
