SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

This Second Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into as of this 28th day of August, 2022, by and Asurion, LLC, a Delaware limited liability company (“Buyer”), and Enjoy Technology, Inc., a Delaware corporation (“Enjoy”), Enjoy Technology Operating Corp., a Delaware corporation (“Enjoy Operating”) and Enjoy Technology LLC, a Delaware limited liability company (“Enjoy LLC” and, together with Enjoy and Enjoy Operating, each a “Seller” and, collectively, “Sellers”). Buyer and Sellers are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 25, 2022 (and as previously amended by that certain First Amendment to the Purchase Agreement, dated as of August 1, 2022), by and among the Parties.

RECITALS:

A. Section 12.6 of the Purchase Agreement provides that the Purchase Agreement may not be amended except by a written agreement signed by each of the Parties.

B. The Parties desire to enter into this Amendment and amend the Purchase Agreement as set forth herein.

AGREEMENT

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Amendment to Purchase Agreement. The definition of “Outside Date” of Section 12.16(mmmm) of the Purchase Agreement is hereby amended and restated in full as follows:

(mmmm) “Outside Date” means August 31, 2022.

2. Full Force and Effect. Except as modified or amended hereby, the provisions, conditions and terms of the Purchase Agreement shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Purchase Agreement and this Amendment, the provisions of this Amendment shall govern and control.

3. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile, or by .pdf or similar imaging transmission, will constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu of the original Amendment for all purposes. Signatures of the Parties transmitted by facsimile, or by .pdf or similar imaging transmission, will be deemed to be their original signatures for any purpose whatsoever.

[remainder of page intentionally left blank]

1

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

BUYER:
ASURION, LLC
By:		/s/ Xxxxx Xxxxxxx Xxxxxx
Name:		Xxxxx Xxxxxxx Xxxxxx
Title:		Chief Executive Officer

[Signature Page to Second Amendment to Asset Purchase Agreement]

SELLERS:
ENJOY TECHNOLOGY, INC.
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Chief Executive Officer
ENJOY TECHNOLOGY OPERATING CORP.
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Chief Executive Officer
ENJOY TECHNOLOGY LLC
By:		/s/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Chief Executive Officer

[Signature Page to Second Amendment to Asset Purchase Agreement]