SEC v. SFRC, et al., Case No. 3:17-cv-00223-RS

EXHIBIT A

TO

SUPPLEMEI{TAL DE CLARATION

OF SUSAI{ L. UECKER

0 09 5 89 .0024\47 429 I 4. L

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 1 of 7
SECOND AMENDMENT

TO

ASSET PURCHASE AGREEMENT

This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (o'Second

Amendment") is entered into effective as of June-*l_,2017 (the "Effective Date") by and

among Susan L. Uecker, Receiver for Callsocket, L.P, dba Runway ("Seller") and Active Nett

Inc. ("Buyer"). (Seller on the one hand and Buyer on the other hand shall sometimes hereinafter

be referred to as a 

ooParty" and collectively, as the "Parties").

RECITALS

,WHEREAS, Seller and Buyer are parties to that certain Asset Purchase Agreement made

and entered into effective as of May 17,2017 (the o'Asset Purchase Agreemento'), as amended by

that certain First Amendment to the Asset Purchase Agreement dated May 31,2017 (the "First

Amendment," and together with the Asset Purchase Agreement, the "Amended Agreement"),

pursuant to the terms of which, at the Closing Seller shall sell, convey, assign, transfer and

ãeliver to Buyer and Buyer shall purchase and acquire all of the Assets. Unless otherwise

defined herein, capitalized terms used in this Second Amendment have the same meanings given

in the Amended Agreement.

\ryHEREAS, Buyer and Seller desire to further amend the Amended Agreement in

certain respects, as desøibed more fully herein

NO\ry, THEREFORE, in consideration of the premises and the mutual promises made

herein a¡d in consideration of the representations, warranties and covenants set forth in the

Amended Agreement and this Second Amendment, the Parties, intending to be legally bound

hereby, agree as follows:

r. Exhibit B to the ^*""r.:i;X:l*.0, amended and restated in its

entirety to read as set forth in the attached "second Amended & Restated Exhibit 8."

2. Counterparts. This Second Amendment may be executed in any number of

counterparts, each of which shall be deemed an original, but all of which shall together constitute

one and the same instrument.

3. Facsimile/Electronic Transmission Signatures. A signed copy of this Second

Amendment transmitted by facsimile or electronic transmission by any Party to the other Parties

shall be binding on the signatory thereto.

4, Binding Amended Agreement. Except as expressly amended and modified by

this Second Amendment, the terms and provisions of the Amended Agreement are reaffirmed by

Seller on the one hand and Buyer on the other hand, shall remain in full force and effect and

Seller, on the one hand, and Buyer, on the other hand, agree to be fully bound thereby. In the

event of a conflict between the terms of this Second Amendment and the Amended Agreement,

the terms of this second Amendment shall control and prevail.

I

009s89.0024\473 I 146. I EXHIBIT A

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 2 of 7
IN \ilITNESS WHEREOF, the Parties have executed this Second Amendment as of the

Effective Date with the intent to be bound thereby:

SELLER:

for CallSocket, L.P. dba

Runway

BUYER:

ACTIVE NET, INC.

By:

Gerrnan (Gary) Baiton

2 009589.0024\473 I 146, I

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 3 of 7
SECOND AMENDED AND RESTATED EXHIBIT B

Assets

Membership Agreements

All rights, title and interest in and to the following agreements, including, without limitation, (i) any

cash, cash equivalents and uncashed checks received on or after the date ofthe Closing in connection

with such agreements; (ii) any rights with respect to deposits associated with such agreements; (iii)

any and all rights, title and interest in any litigation, claims or causes of action against non-Seller

parties, whether known or unknown, asserted or unasserted, for any action, conduct, or omissions

arising out of, or in connection with, such agreements; and (iv) any claims for preference or

fraudulent conveyance recoveries against non-Seller parties under applicable law associated with

such agreements:

Company Deposit

Runway Membership Agreement by and

between CallSocket LP Runway and actvt, inc.,

dated as ofJanuary 3I,2017

$o

Runway Membership Agreement by and

between CallSocket dba Runway and Adbrain

LTD dated as of November 01, 2016

$400

Runway Membership Agreement by and

between CallSocket dba Runway and Agrotics

LLC dated as of February 01.2015-

$700

Runway Membership Agreement by and

between Callsocket dba Runway and CM

Productions LLC dated as of Februarv 2,20t7

$s00

DASH License Monthly Use by and between

Runway Incubator and Codility dated as of

February 20,2017

$o

Runway Membership Agreement by and

between Callsocket dba Runway and Data

Virtuality,Inc. dated as of Februuy 01,2016

$s00

Runway Resident Lease by and between

Callsocket dba Runway and DealFlicks Inc.

dated as of ber 0l 2013

$o

Runway Membership Agreement by and

between Callsocket dba Runway and Dobot, [nc.

dated as ofJanuary 04,2016

$2,700

Runway Membership Agreement by and

between CallSocket dba Runway and Firehose

Institute LLC dated as of December 05 2016

$0

Runway Resident Lease by and between

Callsocket dba Runway and Flying Wisdom

Studios dated as of 22 2013

$0

Runway Membership Agreement by and $1.400

009s89.0024\473 I I 46. I

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 4 of 7
between CallSocket dba Runway and Got Clicks

Corp. dated as of April 1,2015

Runway Resident Lease by and between

CallSocket dba Runway and German Silicon

Valley Accelerator dated as of July 15,2013

$0

Runway Membership Agreement by and

between CallSocket dba Runway and

HoloBuilder, Inc. dated as of January 15,2016

$4,100

Runway Membership Agreement by and

between CallSocket dba Runway and InnoWake

dated as of July 01,2015

$0

Runway Resident Lease Agreement by and

between CallSocketdba Runway and IsaoraLLC

dated as of November 22,2013

$0

Runway Resident Lease Agreement by and

between Callsocket dba Runway and Leadership

Business Consulting, Inc. dated as of February

t5.2014

$500

Runway Membership Agreement by and

between CallSocket dba Runway and Meedan

Labs, Inc. dated as of March 01 20r6

$1,800

Runway Membership Agreement by and

between CallSocket dba Runway and MOTI,

INC. dated as of August 10,2016

$1,000

Runway Membership Agreement by and

between CallSocket dba Runway and Olivia 41,

Inc, dated as of May 18, 2016

s2,025

Runway Membership Agreement by and

between CallSocket dba Runway and ONO 3D

Inc. dated as of October 20r6

$700

Runway Membership Agreement by and

between Callsocket dba Runway and Presense,

Inc.Æindasense dated as of November 1 2015.

$2,800

Runway

between

Membership Agreement by and

Callsocket dba Runway and

PrestaShop, Inc. dated as of December 01 20t6

$700

Runway Membership Agreement by and

between CallSocket dba Runway and ReFit

Camp dated as of March 0I,2017

$o

Runway Membership Agreement by and

between CallSocket LP Runway and Reviver

MX Inc. dated as of November I 20t7

$0

Runway Membership Agreement by and

between CallSocket dba Runway and ROI

'Works Search Marketing dated as ofAugust 24,

2015, as refiled on March 23,2017

$0

009589,0024\473 I 146. I

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 5 of 7
Runway Membership Agreement by and

between CallSocket LP Runway and Saako dated

as ofJanua¡y I,20L7

$0

Runway Membership Agreement by and

between Callsocket LP Runway and SafeGraph

Inc. dated as of Octobet 1,2016

$4,500

Runway Membership Agreement by and

between Callsocket dba Runway and Scope

Technologies US dated as of July 01,2016

$1,400

Runway Membership Agreement by and

between Callsocket dba Runway and Shift

Messenger, Inc. dated as of February 08, 29]7

$0

Runway Membership Agreement by and

between Social Code/Melonhealth and

CallSocket LP Runway dated as of January 1,

2017

$500

Runway Membership Agreement bY and

between CallSocket dba Runway and SparkMesh

dated as of February 08, 2016

$700

Runway Resident Lease Agreement by and

between CallSocket dba Runway and Lean

Startup Circle/Trilko LLC dated as of February

I 2015

$s00

Runway Membership Agreement by and

between CallSocket dba Runway and Uniquid

dated as of April 18,201 6

$5,300

by and

and Vida

S Inc. dated as of November 07 2016

Runway Membership Agreement

between CallSocket dba RunwaY

$700

Runway Membership Agreement by and

between Callsocket LP Runway and Wescover

Inc. dated as ofJanuary 17,20n

$0

Runway MembershiP Agreement by and

between CallSocket dba Runway and Anam

Khawaia Letterfully dalgd as ofFebruary 9'2017

$s00

Runway MembershiP Agreement by and

Runway and Ask Tia

Tia Inc dated as of March l7 20t7

between Callsocket dba

Runway MembershiP Agreement bY

between Callsocket dba Runway and Battle

and

App

dated as of May t5,20 T7

Runway MembershiP Agreement by and

between CallSocket dba Runway and Benja Inc'

EPHE Corp.dated as of October 27 2016

$700

Runway MembershiP

between CallSocket dba

Agreement by and

and Linkinlive

$700

009s89.0024\473 I 146. I

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 6 of 7
Carts Guru dated as of

Runway Membership Agreement by and

between CallSocket dba Runway and Double

Play AppClarity Inc. dated as of May 7,2016

$700

Runway Membership Agreement by and

between CallSocket dba Runway and Lace &

Liberty dated as of May 22, 2017

Runway Membership Agreement by and

between Callsocket dba Runway and One from

Many Open Vote dated as of June 30, 20t6

$2100

Runway Membership Agteement by and

between CallSocket dba Runway and Sensio

Labs dated as of May 24,2017

Runway Membership Agreement by and

between Callsocket dba Runway and Farmhouse

Inc. dated as ofJanuary 1,2017

$500

Runway Membership Agreement by and

between CallSocket dba Runway and Wishi 

'

dated as of August 1,2014

$400

Runway Membership Agreement by and

between Callsocket dba Runway andZazmic

Inc. dated as ofJanuary 1,2017

Runway Membership Agreement by and

between Callsocket dba RunwaY and

Startlabs/Vicert dated as of January 1,2013

Runway Membership Agreement by and

between CallSocket dba RunwaY and

dated as of March I 2017

Runway Membership Agreement bY and

between Callsocket dba RunwaY and

Geekpark dated as of May 1, 20r5

$3s0

Runway Membership Agreement by and

between Callsocket dba Runway and Portugal

Ventures dated as of February I,2017

$700

009589.0024\473 I 146. I

Case 3:17-cv-00223-RS Document 177-2 Filed 06/13/17 Page 7 of 7