Exhibit 2.1
AMENDMENT
AMENDMENT dated as of August 31, 2026 (this “Amendment”) to the Asset Purchase Agreement (the “Purchase Agreement”), by and among, EVI INDUSTRIES, INC., a Delaware corporation (the “Parent”), and GARMENT CARE SERVICES FL, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Parent (the “Buyer”), on the one hand, and the JASON LOEB FAMILY TRUST UAD DECEMBER 7, 2005 AS AMENDED (the “Loeb Trust”), THE JORGE BABOUN AND MICHELLE ZAMBELLI BABOUN INTER VIVOS DECLARATION OF TRUST CREATED MARCH 13, 2023 (the “Baboun Trust”, and together with the Loeb Trust, individually, a “Trust”, and collectively, the “Trusts”), JASON LOEB (“Loeb”), JORGE BABOUN (“Baboun”), SHMUEL RUDSKI (“Rudski”, and together with Loeb and Baboun, individually, a “Member” and collectively, the “Members”), and JLOJB ON-SITE, LLC F/K/A/ SUDSIES ON-SITE, LLC, a Florida limited liability company (the “Company”), on the other hand.
WHEREAS, each of the Parent, the Buyer, the Trusts, the Members and the Company desire to amend certain provisions of the Purchase Agreement as set forth herein.
NOW THEREFORE, in consideration of the terms and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
Section 1. Definitions. Capitalized terms not defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement.
Section 2. Amendment to the Purchase Agreement.
(a) Amendment to Section 1.4(a). Section 1.04(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(a) The aggregate purchase price for the Purchased Assets shall be $900,000 (the “Purchase Price”). On the Closing Date, the Buyer shall pay to the Company an amount equal to the following (the “Closing Cash Payment”):
(i) the Purchase Price;
(ii) plus the amount, if any, by which the Closing Working Capital (as defined below) exceeds the Minimum Closing Working Capital (as defined below);
(iii) plus the amount, if any, by which the Closing Cash (as defined below) exceeds the Minimum Closing Cash Amount (as defined below);
(iv) minus the amount, if any, by which the Minimum Closing Working Capital exceeds the Closing Working Capital;
(v) minus, the amount, if any, by which the Minimum Closing Cash Amount exceeds the Closing Cash; and
(vi) minus, the Escrow Amount (as defined below)”
(b) Amendment to Section 2.04(b)(ii).Section 2.04(b)(ii) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“(ii) Intentionally Omitted.”
(c) Amendment to Section 3.25.Section 3.25 of the Purchase Agreement is amended and restated in its entirety to read as follows:
“Section 3.25. Intentionally Omitted.”
(d) Amendment to Section 5.14.Section 5.14 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“Section 5.14. Intentionally Omitted.”
(e) Amendment to Section 5.15.Section 5.15 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“Section 5.15. Intentionally Omitted.”
(f) Amendment to Section 5.16.Section 5.16 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
“Section 5.16. Intentionally Omitted.”
Section 3. Effect on Purchase Agreement. The foregoing amendments and agreements are given solely in respect of the transactions described herein. Except as expressly set forth herein, all of the terms and conditions of the Purchase Agreement and exhibits thereto shall continue in full force and effect after the execution of this Amendment, and shall not be in any way changed, modified or superseded by the terms set forth herein.
Section 4. Execution and Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 5. Further Assurances. The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.
Section 6. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with Section 8.10 of the Purchase Agreement.
Section 7. Consent to Jurisdiction. The parties consent to the jurisdiction and venue set forth in 8.11 of the Purchase Agreement.
Section 8. Headings. The headings in this Amendment are for convenience only, do not constitute a part of the Amendment and shall not be deemed to limit or affect any of the provisions hereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
EVI INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Henry M. Nahmad
Name: Henry M. Nahmad
Title: Chief Executive Officer
GARMENT CARE SERVICES FL, LLC,
a Delaware limited liability company
By: /s/ Henry M. Nahmad
Name: Henry M. Nahmad
Title: Chief Executive Officer
JLOJB ON-SITE, LLC,
a Florida limited liability company
By: /s/ Jason Loeb
Name: Jason Loeb
Title: President
THE JORGE BABOUN AND MICHELLE ZAMBELLI BABOUN INTER VIVOS DECLARATION OF TRUST CREATED MARCH 13, 2023
By: /s/ Jorge Baboun
Name: Jorge Baboun
Title: Trustee
JASON LOEB FAMILY TRUST UAD DECEMBER 7, 2005 AS AMENDED
By: /s/ Jason Loeb
Name: Jason Loeb
Title: Trustee
/s/ Jason Loeb
Name: Jason Loeb
/s/ Jorge Baboun
Name: Jorge Baboun
/s/ Shmuel Rudski
Name: Shmuel Rudski