Unassociated Document


    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 Company’s Series D
      Preferred Stock, $0.01 par value per share, (c) the Company’s Series A-2
      Preferred Stock, $0.01 par value per share (d) the Company’s Series E Preferred
      Stock, $0.01 par value per share (the “Series E Preferred Stock”) and (e) any
      capital stock of the Company which is (i) preferred as to distributions upon
      a
      liquidation of the Company or dividends over any other class of stock of the
      Company, (ii) subject to redemption pursuant to the terms thereof or (iii)
      issued to the holders of Preferred Stock upon any reclassification
      thereof.”

     

    5. The
      introductory sentence of Section 2.1 of the Original Agreement is hereby amended
      to delete “Series C” such that Section 2.1 applies to all “Preferred
      Stock.”

     

    6. The
      first
      paragraph of Section 2.3 of the Original Agreement is hereby amended and
      restated in its entirety as follows: 

     

    “No
      HIG
      Stockholder may make a Transfer of Preferred Stock pursuant to clause (a)(iv)
      of
      Section 2.1 unless such HIG Stockholder complies with the provisions of
      this Section 2.3. The transferring HIG Stockholder (the “TransferringStockholder”)
      shall
      deliver a written notice (the “Offer Notice”)
      to the
      Company and to each Sankaty Stockholder that holds the series of Preferred
      Stock
      proposed to be transferred. The Offer Notice will disclose in reasonable detail
      the proposed number of shares of such series of Preferred Stock to be
      Transferred, the proposed price, terms and conditions of the Transfer and the
      identity of the transferee. Each of the Sankaty Stockholders holding such series
      of Preferred Stock may elect to participate in the contemplated sale by
      delivering written notice to the Transferring Stockholder within 10 days after
      receipt of the Offer Notice. If any of such Sankaty Stockholders elects to
      participate in such sale (the “Participating Stockholders”),
      each
      of the Transferring Stockholder and the Participating Stockholders will be
      entitled to sell in the contemplated sale a number of shares of such series
      of
      Preferred Stock equal to the product of (i) the fraction, the numerator of
      which is the number of shares of such series of Preferred Stock held by such
      Person, and the denominator of which is the aggregate number of such series
      of
      Preferred Stock owned by the Transferring Stockholder and the Participating
      Stockholders, multiplied
      by
      (ii) the number of shares of such series of Preferred Stock to be sold by
      the Transferring Stockholder and the Participating Stockholders in the
      contemplated sale.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. Section
      6
      of the Original Agreement is hereby amended to delete “or” prior to subpart (d)
      thereof and to include the following as subpart (e) thereof:

     

    “,
      or (e)
      vote for or consent to any amendment to the Certificate of Designation of the
      Series E Preferred Stock.”

     

    8. The
      Original Agreement, as hereby amended and supplemented, shall remain in full
      force and effect.

     

    9. This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, but all of which
      counterparts together shall constitute but one and the same
      instrument.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      10.2

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this instrument as
      of
      the date first above written.

     

    
      	
              ENCOMPASS
                GROUP AFFILIATES, INC..

            
	 
	
              By:/s/
                Wayne I.
                Danson                            
                 

            
	
              Name:
                Wayne I. Danson

            
	
              Title:
                President and CEO

            
	 
	
              ACT-DE,
                LLC

            
	 
	
              By:
                /s/ William J.
                Nolan                               
                 

            
	
              Name:
                William J. Nolan

            
	
              Title:
                Executive Vice President

            


    

     

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    EXHIBIT
      10.2

     

    
      	
              PROSPECT
                HARBOR CREDIT PARTNERS, L.P.

            
	 
	
              By:
                /s/
                Tim
                Barns                                                     
                

            
	
              Name:
                Tim Barns

            
	
              Title:
                Managing Director

            
	 
	
              SANKATY
                CREDIT OPPORTUNITIES II, L.P.

            
	 
	
              By:
                /s/
                Tim
                Barns                                                    
                

            
	
              Name:
                Tim Barns

            
	
              Title:
                Managing Director

            
	 
	
              SANKATY
                CREDIT OPPORTUNITIES III, L.P.

            
	 
	
              By:
                /s/
                Tim
                Barns                                                  
                

            
	
              Name:
                Tim Barns

            
	
              Title:
                Managing Director

            
	 
	
              RGIP,
                LLC

            
	 
	
              By:
                /s/
                Ann L.
                Milner                                           
                

            
	
              Name:
                Ann L. Milner

            
	
              Title:
                Managing Member