Exhibit 2.3
SECOND AMENDMENT
TO
ASSET PURCHASE
AGREEMENT
This Second Amendment to Asset Purchase
Agreement (this “Second Amendment”) is made as of
October 31, 2006, by and between ClientLogic Operating Corporation,
a Delaware corporation (“Seller”) and Innotrac
Corporation, a Georgia corporation
(“Buyer”).
WHEREAS , Seller and Buyer have executed and delivered
that certain Asset Purchase Agreement dated as of September 5, 2006
as amended by the First Amendment to Asset Purchase Agreement dated
as of September 27, 2006 (collectively referred to as the
“Agreement”);
WHEREAS , Seller and Buyer desire to further amend the
Agreement as contemplated in this Second Amendment.
NOW, THEREFORE , in consideration of the foregoing and the
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Article II -
Purchase and Sale; Section 2.06(b)(i) - Payment of Purchase Price
is hereby amended in its entirety to read as follows:
the sum of one
million dollars ($1,000,000), less the Security Deposit and as
further adjusted pursuant to Section 2.07(b), shall be wired to
Frost Brown Todd LLC (“FBT”) as escrow agent pursuant
to that certain Escrow Agreement dated as of October 31, 2006
between Seller, Buyer and FBT at the Closing (the “Initial
Payment”);
2. Article II -
Purchase and Sale; Section 2.06(b)(ii) - Payment of Purchase Price
is hereby amended in its entirety to read as follows:
eight hundred thousand dollars ($800,000)
payable in cash or immediately available funds on or
before
3. A new
Section 7.11 of the Agreement is hereby added to read in its
entirety as follows:
7.11
Payment of Manhattan License Transfer
Fee . Seller shall pay $50,000 (the “Manhattan
Transfer Fee”) to Buyer for the costs and expenses incurred
with the assignment and transfer to Buyer of the Software License,
Services and Maintenance Agreement dated as of February 1, 2000, as
subsequently amended, between Seller and Manhattan Associates, Inc.
The Manhattan Transfer Fee shall be subtracted from the Earnout
Payment
