CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange...
Exhibit 2.2
CONFIDENTIAL TREATMENT REQUESTED
Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for
confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT TO PURCHASE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”), dated as of March 9, 2012, is by and among Gaiam Americas, Inc., a Colorado corporation (the “Buyer”), and Universal Music Group Distribution, Corp., a Delaware corporation (the “Seller” and together with the Buyer, the “Parties”). This Amendment amends that certain Purchase Agreement (the “Purchase Agreement”), dated as of March 6, 2012, by and between the Buyer and the Seller.
RECITALS
WHEREAS, the Parties desire to amend the Purchase Agreement with respect to the matters set forth herein in accordance with Section 10.9 thereof.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing recitals and the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the meanings assigned to such terms in the Purchase Agreement.
2. Certain Acknowledgments. [*CONFIDENTIAL*]
3. Amendment to Section 1.1. Section 1.1 of the Purchase Agreement is hereby amended by the addition thereto of the following defined term in appropriate alphabetical order:
“Closing Side Letter” means a letter agreement, in the form attached hereto as Exhibit E, dated as of the Closing Date, by and between the Buyer and the Seller.
4. Amendment to Section 2.7. Section 2.7 of the Purchase Agreement is hereby amended by the addition of the following as clause (i) thereof (with existing clauses (i) and (j) thereof becoming clauses (j) and (k) thereof, respectively):
“(j) the Closing Side Letter, duly executed by the Seller;”
5. Amendment to Section 2.8. Section 2.8 of the Purchase Agreement is hereby amended by the addition of the following as clause (g) thereof (with existing clauses (g) and (h) thereof becoming clauses (h) and (i) thereof, respectively):
“(g) the Closing Side Letter, duly executed by the Buyer;”
CONFIDENTIAL TREATMENT REQUESTED
Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for
confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
6. [*CONFIDENTIAL*]
7. Additional Exhibit. The Purchase Agreement is hereby amended by the addition thereto of Exhibit E to this Amendment, which shall be attached to the Purchase Agreement as Exhibit E thereto.
8. Efficacy. Except as specifically provided herein, this Amendment does not in any way waive, amend, modify, affect or impair the terms and conditions of the Purchase Agreement, and all terms and conditions of the Purchase Agreement are hereby ratified and confirmed and shall remain in full force and effect unless otherwise specifically amended, waived, modified or changed pursuant to the terms and conditions of this Amendment. This Amendment shall become effective upon its execution, which may occur in one or more counterparts in accordance with Section 9 hereof.
9. Counterparts; Facsimile Signatures. This Amendment may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement. The Parties agree and acknowledge that delivery of a signature by facsimile shall constitute execution by such signatory.
10. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of California, regardless of the laws that might otherwise govern under the applicable principles of conflicts of laws.
[Signatures follow.]
CONFIDENTIAL TREATMENT REQUESTED
Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for
confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Purchase Agreement as of the date first above written.
| GAIAM AMERICAS, INC, | ||
| a Colorado corporation | ||
| By: | /s/ Xxxx X Xxxxxxx | |
| Name: | Xxxx X Xxxxxxx | |
| Title: | Vice President | |
| UNIVERSAL GROUP DISTRIBUTION, CORP., a Delaware corporation | ||
| By: | /s/ Xxxxxx L Gold | |
| Name: | Xxxxxx X. Gold | |
| Title: | Senior V.P., Business of Legal Affairs | |
CONFIDENTIAL TREATMENT REQUESTED
Portions of this exhibit indicated by “[*CONFIDENTIAL*]” have been omitted pursuant to a request for
confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.
Exhibit E
Form of Closing Side Letter
See attached.
| * | Not filed herewith pursuant to Item 601(b)(2) of Regulation S-K. The registrant will supplementally provide a copy of this exhibit to the Commission upon request. |
