AMENDMENT NO. 2 TO THE PURCHASE AGREEMENT
Exhibit 2.8
AMENDMENT NO. 2 TO
THE PURCHASE AGREEMENT
This AMENDMENT NO. 2 (the Amendment) TO THE PURCHASE AGREEMENT, dated as of February 24, 2010 (the Purchase Agreement), by and among Aveon Holdings I L.P., a Delaware limited partnership (Aveon), Cura Capital (GP), LLC, a Delaware limited liability company (the Company), Thomas Schnepp (the Principal Seller) and Michael Pintar, Patrick Moroney and Michael Vacca (each of Michael Pintar, Patrick Moroney and Michael Vacca are, individually, an Additional Seller, and, collectively, the Additional Sellers), is effective as of the 15th day of November, 2010, by and among Aveon, the Company, the Principal Seller and each of the Additional Sellers. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Purchase Agreement.
WHEREAS, the parties signatory hereto are the parties to the Purchase Agreement; and
WHEREAS, pursuant to Section 12.3 of the Purchase Agreement, the Purchase Agreement may not be amended except by an instrument in writing signed and delivered on behalf of the Purchaser and each of the Sellers.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto hereby agree as follows:
1. The definition of Expiration Date found in Exhibit A-Defined Terms of the Purchase Agreement shall be deleted in its entirety and replaced by the following:
Expiration Date means December 31, 2010 unless otherwise agreed to by all parties hereto.
2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.
3. Except as so modified pursuant to this Amendment, the Purchase Agreement is ratified and confirmed in all respects. This Amendment shall be effective as of the date hereof.
4. This Agreement may be executed (i) by facsimile or portable document format (PDF) and (ii) in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first written above.
Signatures to Follow
AVEON HOLDINGS I L.P. | ||||||||
By: Aveon Holdings I GP, Inc., its general partner | ||||||||
By: | /s/ John Hassett | |||||||
Name: John Hassett | ||||||||
Title: President and Chief Executive Officer |
CURA CAPITAL (GP), LLC | ||||||||
By: | /s/ Thomas Schnepp | |||||||
Name: Thomas Schnepp | ||||||||
Title: Managing Member | ||||||||
PRINCIPAL SELLER | ||||||||
By: | /s/ Thomas Schnepp | |||||||
Thomas Schnepp | ||||||||
ADDITIONAL SELLERS | ||||||||
By: | /s/ Michael Pintar | |||||||
Michael Pintar | ||||||||
By: | /s/ Patrick Moroney | |||||||
Patrick Moroney | ||||||||
By: | /s/ Michael Vacca | |||||||
Michael Vacca |