FIRST AMENDMENT TO LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT
EXHIBIT 10.73
FIRST
AMENDMENT TO
THIS FIRST AMENDMENT TO LIMITED
LIABILITY COMPANY INTEREST PURCHASE AGREEMENT ("Amendment") is made and
entered into as of the 22nd day of September, 2008 between En Pointe
Technologies Sales, Inc., a Delaware corporation ("Seller"), and Allied Digital
Services Limited, an Indian limited company ("Buyer").
RECITALS
A. Seller
and Buyer, have entered into that certain LIMITED LIABILITY COMPANY INTEREST
PURCHASE AGREEMENT dated as of July 9, 2008 ("Agreement"), pursuant to which
Seller has agreed to sell to Buyer and Buyer has agreed to buy from Seller on
the terms and conditions set forth therein, certain interests in En Pointe
Global Services, LLC, a Delaware limited liability company (the
"Company"), as more particularly described therein.
B. Seller
and Buyer now desire to modify and amend the Agreement in the manner set forth
herein.
Now,
therefore, in consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, including but not
limited to the payment to Seller to be made pursuant hereto, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as
follows:
AMENDMENT
1. The
definition of the term "Cash Earnout Amount" set forth in Paragraph 1.9 of the
Agreement is hereby deleted in its entirety and the following inserted in place
thereof:
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"1.9
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Installment
Amount. Two Million Dollars ($2,000,000) due on or before December
15, 2008, with interest accruing thereon at the rate of 5%
per annum from September 23, 2008, forward until
paid."
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2. Paragraph
2.2 of the Agreement, "Purchase Price and Payment" is hereby deleted in its
entirety and the following inserted in place thereof:
"Purchase Price and
Payment. Subject to the adjustment provisions set forth below in this
Section 2, elsewhere in the Agreement and in the Escrow Agreement, the
consideration for the transactions contemplated by this Agreement (the "Purchase
Price") shall be (i) the Cash Consideration, (ii) the Installment Amount and
(iii) either the Seller Earnout Shares or the Alternative Cash Earnout Amount.
The payment of the Cash Consideration, as adjusted pursuant to the terms of this
Section 2, shall be made via wire transfer of immediately available funds from
Buyer to an account specified by Seller within 12 days from date of signing of
this agreement. Upon receipt of funds Seller shall within 3 days issue 27587
series A units to the buyer. The Buyer and Seller acknowledge and intend that
the Purchase Price shall be the entire consideration to be paid to Seller in
connection with the sale of the Series A Units and that Seller shall not be
entitled to any other monetary or non-monetary consideration, notwithstanding
any assets, working capital, or cash held by the Company at Closing and
otherwise available for distribution or any changes in the business of the
Company."
2. Counterparts;
Interpretation. This Amendment may be signed in counterparts
and may be delivered by facsimile, and each counterpart and facsimile will be
considered an original, but all of which, when taken together, will constitute
one instrument. This Amendment shall be interpreted to give each of
the provisions their plain meaning. The Recitals are incorporated
into this Amendment. Capitalized terms used but not defined herein
shall have the meanings set forth in the Agreement.
3. Governing Law. This
Amendment shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of California.
4. Status of
Agreement. Except as set forth in this Amendment, the terms
and provisions of the Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date
written above.
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"Buyer"
Allied Digital
Services Limited, an Indian limited company
By: /s/
Xxxxx
Xxxx
Name:
Xxxxx Xxxx
Title:
Chairman & Managing Director
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"Seller"
En
Pointe Technologies Sales, Inc., a Delaware corporation
By:
/s/ Attiazaz ("Xxx") Din
Name: Attiazaz
("Xxx")
Din
Its: Chief
Executive
Officer
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