First Amendment to Asset Purchase Agreement between Dialog Group, Inc. and Dialog Marketing Services, Inc.

Summary

This amendment updates the Asset Purchase Agreement originally made between Dialog Group, Inc. (and its subsidiaries Healthcare Dialog, Inc. and Data Dialog, Inc.) and Dialog Marketing Services, Inc. The amendment clarifies the transfer of certain leasehold interests and related security deposits from the sellers to the purchaser. All other terms of the original agreement remain unchanged and in effect.

EX-2.5 3 v052053_ex2-5.txt FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is entered into as of this 31 day of August, 2006, by and among DIALOG GROUP, INC., a Delaware corporation ("Dialog Group"), and its wholly-owned subsidiaries, HEALTHCARE DIALOG, INC., a Delaware corporation ("Healthcare Dialog"), and DATA DIALOG, INC., a Delaware corporation ("Data Dialog"; together with Dialog Group and Healthcare Dialog, the "Seller" and each a "Seller Entity"), all with a principal business address at 257 Park Avenue South, 12th Floor, New York, New York 10010; and DIALOG MARKETING SERVICES, INC., a Delaware corporation, with a principal business address at 5 Audrey Place, Fairfield, New Jersey 07004-3401, or its designee ("Purchaser"). Seller and Purchaser are collectively referred to herein as the "Parties" and individually as a "Party." WHEREAS, the Parties entered into an Asset Purchase Agreement dated as of August 31, 2006 (the "Purchase Agreement"); and WHEREAS, the Parties desire to amend the Purchase Agreement for the purposes set forth herein, including, without limitation, to clarify the intent of the parties with respect to the transfer of certain sums on deposit for the account of Seller. NOW, THEREFORE, the Purchase Agreement is hereby amended as follows: 1. Section 2(b)(viii) of the Purchase Agreement is deleted in its entirety and replaced with the following: "(viii) the lease for Seller's leasehold office space in New York, New York, the lease for Seller's leasehold office space in Sunrise, Florida (together, the "Leases"), and all security or other deposits held for the account of any Seller Entity by or on behalf of the landlords pursuant to the terms of the Leases; and" 2. Except as amended hereby, the terms and provisions of the Purchase Agreement are hereby ratified and shall remain in full force and effect without modification or amendment. [remainder of page intentionally left blank] IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Asset Purchase Agreement as of the date first set forth above. Seller: Attest: DIALOG GROUP, INC. By: /s/ Peter DeCrescenzo - ------------------------------- ------------------------------- Name: Peter DeCrescenzo Title: President HEALTHCARE DIALOG, INC. By: /s/ Peter DeCrescenzo - ------------------------------- ------------------------------- Name: Peter DeCrescenzo Title: President DATA DIALOG, INC. By: /s/ Peter DeCrescenzo - ------------------------------- ------------------------------- Name: Peter DeCrescenzo Title: President Purchaser: DIALOG MARKETING SERVICES, INC. By: /s/ Thomas Buckley - ------------------------------- ------------------------------- Name: Thomas Buckley Title: President and Chief Executive Officer 2