SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit
2.3
SECOND
AMENDMENT TO ASSET PURCHASE AGREEMENT
This
AMENDMENT
TO ASSET PURCHASE AGREEMENT
(this
“Amendment”), dated as of May 11, 2006, by and among vFINANCE
INVESTMENTS, INC.,
a
Florida corporation (“Buyer”), vFINANCE,
INC.,
a
Delaware corporation (“VFIN”), STERLING FINANCIAL INVESTMENT GROUP, INC., a
Florida corporation (“Seller”), and STERLING FINANCIAL GROUP OF COMPANIES, INC.,
a Delaware corporation (“Parent”) hereby amends that certain Asset Purchase
Agreement by and among each of the Parties hereto.
R
E C
I T A L S:
Buyer,
VFIN, Seller and Parent (collectively, the “Parties”) have entered into an Asset
Purchase Agreement dated January 10, 2006, as amended (the “Asset Purchase
Agreement”) and the consummation of the transactions contemplated therein is
subject to NASD approval.
Each
of
Seller and Parent desires to amend the Asset Purchase Agreement in order to
provide additional time to obtain NASD approval of the transaction described
in
the Asset Purchase Agreement.
NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made,
and in consideration of the representations, warranties, covenants and
agreements herein contained, the parties agree as follows:
| 1. |
The
Parties agree that Section 10.1 (b) shall be amended to delete the
date
“April 30, 2006” and replace such date with “May 15, 2006”.
|
| 2. |
All
other provisions of the Asset Purchase Agreement shall remain in
full
force and effect. The Asset Purchase Agreement is incorporated by
reference herein, as modified by the changes herein. Each term which
is
capitalized but not defined herein shall have the meaning ascribed
thereto
in the Asset Purchase Agreement. The Asset Purchase Agreement, as
amended
by this Amendment constitutes the entire agreement of the Parties
with
respect to the subject matter hereof. In the event of any inconsistency
between the terms of this Amendment and the Asset Purchase Agreement,
the
terms of this Amendment shall govern and
prevail.
|
| 3. |
This
Amendment may be executed in any number of counterparts, each of
which
shall be deemed to be an original and all of which together shall
be
deemed to be one and the same instrument. The Parties to this Amendment
need not execute the same
counterpart.
|
IN
WITNESS WHEREOF,
the
Parties have caused this Amendment to be duly executed as of the date first
above written.
| VFINANCE INVESTMENTS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
Name: Xxxxxxx Xxxxxxx |
||
| Title: Chairman | ||
| VFINANCE, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
|
Name: Xxxxxxx Xxxxxxx |
||
| Title: CEO and President | ||
| STERLING FINANCIAL INVESTMENT GROUP, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: CEO | ||
| STERLING FINANCIAL GROUP OF COMPANIES, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: CEO | ||
