AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Exhibit 10.2.1
AMENDMENT NO. 1
TO
This
AMENDMENT NO. 1 dated
July 29, 2010 (this “Amendment”) to the MEMBERSHIP INTEREST PURCHASE
AGREEMENT dated as of March 1, 2010 (as amended, the “Purchase Agreement”), by and
among MDC ACQUISITION
INC., a Delaware corporation (the "Purchaser"), WWG, LLC, a Florida limited
liability company ("WWG"), XXXX XXXXXX ("Xxxxxx"), XXXXX XXXX ("Xxxx"), XXXXXXX XXXXXXXXX ("Xxxxxxxxx"), XXXXXX X. XXXXXXX ("Xxxxxxx"), XXXXXXX XXXXX ("Xxxxx"), and XXXX X. X'XXXXX ("X'Xxxxx"; and together with
Graham, Berg, Xxxxxxxxx, Xxxxxxx and Xxxxx, collectively, the "Principals", and individually
a "Principal").
WITNESSETH :
WHEREAS, pursuant to the
Purchase Agreement, the Purchaser purchased all of WWG’s Class A Units (the
“Purchased Interests”)
in the Company, representing a 60% equity interest in the Company;
WHEREAS, the parties hereto
desire to amend the Purchase Agreement as hereinafter set forth and agree to
certain other matters contained herein;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Purchase Agreement.
2. Section
2.1.1 of the Purchase Agreement is hereby amended by changing the lettering of
subsections (i), (j) and (k) to be (j), (k) and (l), respectively, and adding a
new subsection (i) immediately following subsection (h) as follows:
“(i) Extra
Payments. (A) The Purchaser shall pay to WWG an amount equal
to $986,250 in respect of the calendar year associated with FAP, such payment to
be made in 2 installments, the first equal to $657,500 on July 1, 2010 (the
“First Extra Payment”)
and the second equal to $328,750 on or before October 1, 2010 and (B) the
Purchaser shall pay to WWG an amount equal to $1,315,000 in respect of the
calendar years associated with SAP or TAP, as the case may be, such payments to
be made in 4 equal installments of $328,750 on or before the first Business Day
of each calendar quarter of the calendar years associated with SAP or TAP, as
the case may be (each payment under (A) and (B), an "Extra Payment", and
collectively, the "Extra
Payments").”
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Receipt
of the First Extra Payment is hereby acknowledged by
WWG.
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3. Section
2.1.1(l) of the Purchase Agreement is hereby amended to add the phrase “the
Extra Payments,” immediately before the word “FAP” in the second sentence of
such Section.
4. Section
2.1.2 of the Purchase Agreement is hereby amended by striking the “and” in
clause (xvi), renumbering clause (xvii) as (xix), and adding new clauses (xvii)
and (xviii) immediately following clause (xvi) as follows:
“(xvii) for
each calendar year in respect of which an Extra Payment is required to be made
under Section 2.1.1, PBT shall be reduced by an amount equal to the Extra
Payment made in respect of such calendar year;
(xviii) PBT
for each of 2010 and 2011 shall, if applicable, be increased by an amount equal
to the Applicable Reduction Amount (as defined in the Operating Agreement) in
respect of such calendar year; provided, however, any such increase shall in no
event be greater that the amount of reduction to PBT for such calendar year
described in clause (xvii) above; and”
5. As
used in the Purchase Agreement, the term “Agreement” shall mean the Purchase
Agreement, as from time to time amended (including, without limitation, this
Amendment). Except as set forth above, the Purchase Agreement, as
amended herein, shall remain in full force and force without further
modification.
6. This
Amendment may be executed in one or more counterparts, and each such counterpart
shall be deemed an original instrument, but all such counterparts taken together
shall constitute but one agreement. Facsimile signatures shall
constitute an original.
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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment No. 1 to the Purchase Agreement, on
the day and year first above written.
| MDC ACQUISITION INC. | |||
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By:
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Name:
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Title:
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| WWG, LLC | |||
| By: | |||
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Name:
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Title:
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| Xxxx Xxxxxx | |||
| Xxxxx Xxxx | |||
| Xxxxxxx Xxxxxxxxx | |||
| Xxxxxx X. Xxxxxxx | |||
| Xxxxxxx Xxxxx | |||
| Xxxx X. X’Xxxxx | |||
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