Exhibit 2.2
Vector Global Services, Inc.
00000 Xxxxxxxxxxxx, Xxx. 000
Xxxxxxx, Xxxxx 00000
AMENDMENT TO ASSET PURCHASE AGREEMENT
December 10, 2004
MTM Technologies, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 000000
Attn: Xxxx X. Xxxxxx, Esq.
Gentlemen:
This letter amends and supplements the Asset Purchase Agreement dated as of
December 1, 2004 (the "Agreement"), among MTM Technologies, Inc. ("Purchaser"),
Vector Global Services, Inc. ("Shareholder"), and Vector ESP, Inc. and Vector
ESP Management, Inc. (together the "Sellers"), as set forth herein. Terms
defined in the Agreement are used in this letter with the same meaning they have
in the Agreement.
1. Cash and Tangible Net Worth. Under Section 1.2 of the Agreement, the
Sellers' cash is an Excluded Asset to be retained by the Sellers, and under
Section 3.1(b) of the Agreement, the Cash Consideration for the Purchased Assets
is to be reduced by the amount by which the Sellers' Tangible Net Worth is less
than $500,000. Notwithstanding anything in Section 1.2 or Section 3.1(b) of the
Agreement to the contrary, the parties to the Agreement agree that:
(i) the Sellers may elect to include in the Purchased Assets and
transfer to the Purchaser at the Closing $396,839 of the Sellers' cash
balances at the Closing Date (the "Transferred Cash"); and
(ii) for purposes of calculating Tangible Net Worth under Section
3.1(b) of the Agreement, the amount of Transferred Cash shall be considered
a Purchased Asset and included as an asset in the calculation of Tangible
Net Worth.
2. Financial Calculations. Section 3.1(b)(ii) and Section 3.2(b) of the
Agreement each provide for the respective independent accounting firms of the
Purchaser and the Shareholder (or Xxxxxxxxx Xxxxx Xxxxxxx LLP and Ernst & Young,
LLP, respectively), to assist in the preparation of certain financial
calculations and in the process of resolving any disagreements that may arise
among the Purchaser, the Shareholder and the Sellers concerning such
calculations. By this letter the parties to the Agreement agree that instead of
using their respective accounting firms for such function, each of the Purchaser
and the Shareholder will designate at the time of any disagreement that may
arise between them under Section 3.1(b)(ii) or Section 3.2(b) the accounting
firm that is to act on their behalf in connection with such disagreement.
3. Updated Disclosure Schedules. With this letter, the Shareholders and the
Sellers are delivering to the Purchaser, and the Purchaser acknowledges receipt
of and accepts, an updated, revised and amended set of the Sellers' disclosure
schedules referenced in the Agreement (the "Revised Seller Schedules"). The
Revised Seller Schedules supercede in their entirety the Sellers' schedules
attached to the Agreement, and (i) all descriptions of the Purchased Assets and
the Excluded Assets contained in Sections 1.1 and 1.2, respectively, of the
Agreement and (ii) all representations and warranties made in Section 5.1 of the
Agreement by the Shareholder and the Sellers, are qualified by reference to the
Revised Seller Schedules.
2
Except as amended and supplemented by this letter, the Agreement remains in
full force and effect in accordance with its original terms.
VECTOR GLOBAL SERVICES, INC.
By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Executive Chairman of the Board
VECTOR ESP, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
VECTOR ESP MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
3
Agreed to and Accepted
on December ___, 2004
MTM TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
