AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit 2.2
AMENDMENT TO
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement (“Amendment”) is made on July 5, 2006, and amends that certain Asset Purchase Agreement by
and among MTI Technology Corporation, a Delaware corporation (“Purchaser”), Collective
Technologies, LLC, a Delaware limited liability company (“Seller”), and Pencom Systems
Incorporated, a New York corporation (“Pencom”) dated June 6, 2006, as previously amended
by that certain Amendment to Asset Purchase Agreement by and among Purchaser, Seller and Pencom,
dated June 28, 2006 (“Agreement”).
Purchaser, Seller and Pencom hereby agree that, notwithstanding anything to the contrary
contained in the Agreement and notwithstanding that the Closing and the Closing Date shall occur at
other dates and times, the Closing shall be deemed to have occurred at 12:01 a.m., Pacific time, on
July 2, 2006 (the “Effective Time”). Without limiting the generality of the foregoing, the
Purchased Assets shall be deemed to have been transferred, assigned, conveyed and delivered to the
Purchaser and the Assumed Liabilities shall be deemed to have been assumed by the Purchaser at the
Effective Time, the Purchaser shall be deemed to have commenced the conduct of the Business at the
Effective Time and all revenues and other benefits derived from the operation of the Business and
all liabilities, costs and expenses incurred in the operation of the Business in the ordinary
course after the Effective Time shall be for the account of the Purchaser. Section 11.3(e)
of the Agreement shall be amended and replaced with the following: “(e) the operation of the
Business after the Effective Time.”
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on its behalf
by their respective officers thereunto duly authorized all as of the date first written above.
“Purchaser” MTI Technology Corporation |
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By: | /s/ Xxxxx Xxxxxxxxx | |||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | CFO | |||
“Seller” Collective Technologies, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxx, Xx. | |||
Title: | President | |||
Pencom Systems Incorporated |
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By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxx, Xx. | |||
Title: | Executive VP |
[Signature Page to Amendment to Asset Purchase Agreement]