EXHIBIT
10.2
AMENDMENT NO.
1
TO
STOCKHOLDER
AGREEMENT
This AMENDMENT NO. 1, dated as of August 1,
2008, is among (a) ENCOMPASS GROUP AFFILIATES, INC., formerly
Advanced Communications Technologies, Inc., a Florida corporation
(the “ Company ”), (b) ACT-DE,
LLC (“ HIG ”) and (c) the Persons
identified on Schedule 1 as “Sankaty
Investors” (the “ Sankaty Investors
”) to the Original Agreement, and (d) any other Person
who becomes a party to the Original Agreement as hereby amended by
executing an Instrument of Accession thereto. Capitalized terms
used herein but not otherwise defined herein shall have the
meanings ascribed to such terms in the Original
Agreement.
W I T N E S S E T H
:
WHEREAS, HIG, the Sankaty Investors and the
Company are parties to that certain Purchase Agreement, of even
date herewith, pursuant to which HIG and the Sankaty Investors will
purchase Series E Preferred Stock of the Company;
WHERAS, in connection therewith, HIG, the
Sankaty Investors and the Company are parties to that certain
Stockholder Agreement, dated August 17, 2007 (the “
Original Agreement ”); and
WHEREAS, the parties desire to supplement and
amend the Original Agreement in accordance with the terms set forth
herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Section 1 of the Original Agreement is hereby
amended to add the following definition:
“ 2008
Purchase Agreement . 2008 Purchase Agreement shall mean the
Purchase Agreement, dated August 1, 2008, among the Company, HIG
and the Sankaty Investors.”
2. Section 1 of the Original Agreement is hereby
amended to amend and restate subpart (a) of the definition of
“HIG Securities” as follows:
“the
shares of Series C Preferred Stock issued to HIG pursuant to the
Purchase Agreement and the shares of Series E Preferred Stock
issued to HIG pursuant to the 2008 Purchase
Agreement,”
3. Section 1 of the Original Agreement is hereby
amended to amend and restate subpart (a) of the definition of
“Sankaty Securities” as follows:
“the
shares of Series C Preferred Stock issued to the Sankaty Investors
pursuant to the Purchase Agreement and the shares of Series E
Preferred Stock issued to the Sankaty Investors pursuant to the
2008 Purchase Agreement,”
4. Section 1 of the Original Agreement is hereby
amended to amend and restate in its entirety the definition of
Preferred Stock as follows:
“
Preferred Stock . Preferred Stock shall mean (a) the
Company’s Series C Preferred Stock, $0.01 par value per share
(the “Series C Preferred Stock”), (b) the
