AMENDMENT NO. 1 TO PURCHASE AGREEMENT
Exhibit 2.2
AMENDMENT NO. 1
TO
This Amendment No. 1 (this “Amendment”), dated as of April 9, 2013 to that certain Purchase Agreement (the “Agreement”), dated as of April 3, 2013, is made and entered into by and among AW SOLUTIONS, INC., a Florida corporation (“AW Solutions”), AW SOLUTIONS PUERTO RICO, LLC, a Puerto Rico limited liability company (“AWPR,” and collectively with AW Solutions, the “Company”), XXXXX X. XXXXXX (“Xxxxxx”), XXXXX X. XXXXX (“Varma”), XXXXX XXXXXXXXX (“Xxxxxxxxx”), XXXXXXXX XXXXXX (“Xxxxxx”), XXXXXXX XXXXX (“XxXxx”) (each of Hayter, Varma, Xxxxxxxxx, Xxxxxx and XxXxx, a “Seller,” and collectively, the “Sellers”) and INTERCLOUD SYSTEMS, INC., a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.
Section 1. Amendment to Agreement.
1.1 Section 1.1 of the Agreement is hereby amended by inserting the following definition after the definition of Closing Cash Balance:
““Closing Cash Balance Statement” means a statement prepared in accordance with GAAP, consistent with Sellers’ past practices, that calculates the Closing Cash Balance.”
1.2. Section 2.2(d) of the Agreement is hereby amended by deleting such subsection in its entirety and replacing it with the following:
1.3. Section 8.3(b) of the Agreement is hereby amended by deleting such subsection in its entirety and replacing it with the following:
“(b) [RESERVED]”
Section 3. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of New York and not by choice of law principles or the laws of any other state.
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This Amendment has been executed by AW Solutions, AWPR, the Sellers and Buyer as of the date first above written.
BUYER:
Intercloud Systems Inc.,
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Senior Vice President
COMPANY:
AW Solutions, Inc.,
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
AW Solutions Puerto Rico, LLC
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
SELLERS:
/S/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
/s/ Xxxxxxx XxXxx
Xxxxxxx XxXxx
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