First Amendment dated May 11, 2017, to Asset Purchase Agreement dated February 27, 2017 between Registrant and The Rainmaker Group Holdings, Inc., a Georgia corporation, The Rainmaker Group Ventures, LLC, a Delaware limited liability company, The Rainmaker Group Real Estate, LLC, a Georgia limited liability company, The Rainmaker Group - Rent Jungle LLC, a Georgia limited liability company, and The Rainmaker Group Data, LLC, a Georgia limited liability company, Bruce Barfield, an individual, Tamara Farley, an individual, The Bruce Allen Barfield Trust, dated December 27, 2011, The Tamara Tanner Farley Trust, dated December 27, 2011, John C. Alexander, an individual
EX-2.2 3 exhibit22q32017.htm EXHIBIT 2.2 Exhibit
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”), dated as of May 11, 2017, is entered into by and among the parties named on the signature pages hereto (the “Parties”).
RECITALS
WHEREAS, the Parties previously entered into that certain Asset Purchase Agreement dated as of February 27, 2017 (the “Agreement”) providing for the transactions contemplated therein; and
WHEREAS, the Parties wish to amend the Agreement in the manner hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Section 1. Effective immediately, Section 8.1(c) of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:
“(c) by either Parent (on behalf of itself and the Buyer Parties) or the Representative (on behalf of the Sellers and Seller Owners) if the Closing shall not have occurred on or before December 31, 2017 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party if the breach or failure to perform by such Party of its obligations under this Agreement, or the failure to act in good faith, is the principal cause of, or resulted in, the failure of the transactions contemplated herein to be consummated on or before such date;”
Section 2. As amended hereby, the Agreement is hereby ratified, confirmed and approved in all respects.
Section 3. This Amendment may be executed and delivered by facsimile or other electronic means and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature pages follow.]
IN WITNESS WHEREOF, each of the Parties has signed this Amendment, or has caused this Amendment to be signed by its duly authorized officer, as of the date first above written.
PARENT:
REALPAGE, INC.
By: /s/ Stephen T. Winn
Name: Stephen T. Winn
Title: Chief Executive Officer
BUYER:
RP NEWCO XX LLC
By: RealPage, Inc., its sole member
By: /s/ Stephen T. Winn
Name: Stephen T. Winn
Title: Chief Executive Officer
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SELLERS:
THE RAINMAKER GROUP HOLDINGS, INC.
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
THE RAINMAKER GROUP VENTURES, LLC
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: Chief Executive Officer
THE RAINMAKER GROUP REAL ESTATE, LLC
By: The Rainmaker Group Holdings, Inc., it Manager
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
THE RAINMAKER GROUP - RENT JUNGLE LLC
By: The Rainmaker Group Holdings, Inc., it Manager
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
THE RAINMAKER GROUP DATA, LLC
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By: The Rainmaker Group Holdings, Inc., it Manager
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
SELLER OWNERS:
/s/ Bruce A. Barfield
Bruce A. Barfield
/s/ Tamara Farley
Tamara Farley
THE BRUCE ALAN BARFIELD TRUST, dated as of December 27, 2011
By: /s/ Douglas P. Krevolin
Name: Douglas P. Krevolin
Title: Trustee
THE TAMARA TANNER FARLEY TRUST, dated as of December 27, 2011
By: /s/ Douglas P. Krevolin
Name: Douglas P. Krevolin
Title: Trustee
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/s/ John C. Alexander
John C. Alexander
REPRESENTATIVE:
/s/ Bruce A. Barfield
Bruce A. Barfield, in his capacity as
Representative
HOSPITALITY SUBSIDIARIES:
THE RAINMAKER GROUP LAS VEGAS, LLC
By: The Rainmaker Group Holdings, Inc., it Manager
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
THE RAINMAKER GROUP REVCASTER, LLC
By: The Rainmaker Group Holdings, Inc., it Manager
By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: President
RAINMAKER GROUP ASIA PACIFIC, PTE. LTD.
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By: /s/ Bruce A. Barfield
Name: Bruce A. Barfield
Title: Director
By: /s/ Tamara T. Farley
Name: Tamara T. Farley
Title: Director
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