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Exhibit 2.2
Amending
Agreement
AMENDING
AGREEMENT
THIS AMENDING
AGREEMENT is made the 30 th day
of April, 2007 among:
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RGC CANADA LTD., a corporation
existing under the
laws of Ontario
(“RGC”),
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- and
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REDMOND GROUP OF COMPANIES LP , a
limited
partnership existing under the laws of
Ontario (“the
Company”),
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- and
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2064862 ONTARIO INC. , a
corporation existing under
the laws of Ontario
(“2064862”),
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-and- |
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AVS TECHNOLOGIES LIMITED
PARTNERSHIP , a
limited partnership existing under the
laws of Ontario
(“AVS”),
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(RGC, the Company, 2064862 and AVS,
collectively the
“Vendors”),
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-and- |
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SYNNEX CANADA LIMITED , a
corporation existing
under the laws of Ontario (the
“Purchaser”)
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WHEREAS the Vendors
and the Purchaser have entered into an acquisition agreement dated
the 27 th
day of March, 2007 (the
“Acquisition Agreement”);
AND WHEREAS the
Vendors and the Purchaser wish to amend the Acquisition Agreement
in accordance with the terms hereof;
NOW THEREFORE THIS
AGREEMENT WITNESSES THAT the Vendors and the Purchaser covenant
and agree, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each party, as
follows:
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The Vendors and the Purchaser hereby agree to amend the
Acquisition Agreement as follows: |
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(i) |
by deleting Section 1.1(zz) thereof in its entirety and by
substituting therefor the following: |
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“(zz) |
“ Time of Closing ” means 9:00 a.m. (Toronto
time) on the Closing Date;” |
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(ii) |
by deleting Section 2.1(b) thereof in its entirety and by
substituting therefor the following: |
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“(b) |
Fixed Assets All of the fixed assets owned by the
Vendors set out on Schedule 2.1(b). A complete and accurate list of
all of the fixed assets owned by the Vendors as of
December 31, 2006 is attached as Schedule 2.1(b). On or prior
to the Closing Date, a complete and accurate list prepared as of
such date of all of the fixed assets acquired by the Vendors
between December 31, 2006 and the close of business on the
last business day prior to the Closing Date, and owned by the
Vendors, shall be delivered by the Vendors to the Purchaser and
attached as Schedule 2.1(b) and form part of this Agreement;
provided that the aggregate amount of expenditures on such fixed
assets shall not exceed One Hundred and Thirty Thousand Dollars
($130,000) without the prior consent of the
Purchaser;” |
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(iii) |
by deleting Section 2.1(d) thereof in its entirety and by
substituting therefor the following: |
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“(d) |
Inventories All inventories, including, without
limitation, any spare or replacement parts as of the close of
business on the last business day prior to the Closing Date, a
complete and accurate listing of which as of such time shall be
delivered by the Vendors to the Purchaser on or prior to the
Closing Date;” |
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(iv) |
by deleting Section 2.1(e) thereof in its entirety and by
substituting therefor the following: |
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“(e) |
Accounts Receivable All accounts receivable,
trade accounts, notes receivable, book debts and other debts due or
accruing due to any of the Vendors and the benefit of all security
for such accounts, notes and debts as of the close of business on
the last business day prior to the Closing Date, a complete and
accurate listing of which as of such time shall be delivered by the
Vendors to the Purchaser on or prior to the Closing
Date;” |
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(v) |
by deleting Section 2.1(g) thereof in its entirety and by
substituting therefor the following: |
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“(g) |
Agreements The Contracts described in Schedule
2.1(g) and all unfilled purchase orders as of the close of business
on the last business day prior to the Closing Date, a complete and
accurate list of which shall be prepared by the Vendors and
delivered to the Purchaser on or prior to the Closing
Date;” |
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(vi) |
by deleting Section 3.1(b)(i) thereof in its entirety and
by substituting therefor the following: |
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“(i) |
Thirty Million Dollars ($30,000,000);” |
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(vii) |
by deleting Section 3.3(b) thereof in its entirety and by
substituting therefor the following: |
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“(b) |
pay the sum of Thirty Million Dollars ($30,000,000), less the
amount of the Deposit and |
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