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Exhibit 10.1
FIRST AMENDMENT
TO
ASSETS PURCHASE AGREEMENT
THIS IS A FIRST AMENDMENT dated August 31 st , 2007 to
an ASSETS PURCHASE AGREEMENT dated as of the 17th day of April,
2007 by and among:
HOST
AMERICA CORPORATE DINING, INC.
a Connecticut
corporation
with a place of
business at
147 Ledge
Drive
Berlin,
CT 06037 ("
Buyer ")
and
HOST
AMERICA CORPORATION
a Colorado corporation
with a place of
business at
2 Broadway,
Hamden, CT
06518 ("
Seller ")
and
TIMOTHY
HAYES
of 147 Lodge
Drive
Berlin,
CT 06037 (“
Hayes ”)
WHEREAS, on the
17 th day of
April, 2007, the parties hereto entered into the Assets Purchase
Agreement described above (the “Original Agreement”);
and
WHEREAS, the
parties wish to amend the Original Agreement to provide that
certain sums out of the Purchase Price shall be held in escrow, and
to make other technical corrections, as more particularly described
herein (capitalized terms used herein shall have the meanings set
forth in the Original Agreement unless otherwise specifically
defined herein);
NOW, THEREFORE, for One Dollar ($1.00) and other good and valuable
considerations, the receipt of which is hereby acknowledged by the
parties hereto, the parties do hereby agree as
follows:
A.
Amendment to the Original Agreement .
1. Paragraph
2 of the Original Agreement is hereby amended by the addition of an
additional subsection (d) as follows:
(d)
Escrow . Out of the Purchase Price the sum of
$196,097 (the “Escrow”) is being paid to Richard
Hartley, Esq. (“Escrow Agent”) to be held in escrow for
a period of 120 calendar days (the “Escrow Period”)
after the Closing Date. The purpose of the Escrow is to
allow the determination by Pitney Bowes Corporation
(“PB”) as to whether or not it will terminate one or
more of the Purchased Contracts referred to on Schedule 2(d)
attached hereto (each a “PB
Contract”). Provided the Business is operated by
the Buyer after the Closing in a manner consistent with
the
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