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Exhibit 10.29
CompUSA Inc.
c/o Gordon Brothers Group, LLC
101 Huntington Avenue, 10th Floor
Boston, MA 02199
February 14, 2008
Systemax, Inc.
11 Harbor Park Drive
Port Washington, NY 11050
Attention: Richard Leeds, Chairman and CEO
Facsimile: (516) 608-3501
Ladies and Gentlemen:
Reference is made to the Asset Purchase Agreement, dated January 5, 2008 (the “ Asset Purchase Agreement ”), by and among
Systemax Inc., a Delaware corporation (“ Systemax ”), New SAH Corp., a Delaware corporation and a wholly-owned subsidiary of Systemax,
DotDeal Inc., a Florida corporation and a wholly-owned subsidiary of Systemax, Longhorn Inc., a Delaware corporation and a wholly-owned
subsidiary of Systemax (the “ Real Estate Buyer ”), and CompUSA Inc., a Delaware corporation. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
1.1 Amendment . In accordance with Section 10.10 of the Asset Purchase Agreement, the Parties hereby agree to amend the Asset
Purchase Agreement as follows:
Section 2.1(b) of the Asset Purchase Agreement is amended to add the following at the end thereof:
“Notwithstanding anything herein or in any Closing Notice to the contrary, (i) the Real Estate Closing for the Purchased Real Estate
Assets and Assumed Real Estate Liabilities relating to the Acquired Premises located in Altamonte Springs, Florida, Orlando, Florida,
Plano, Texas and Guaynabo, Puerto Rico shall occur on March 3, 2008, or such date or dates as the Parties may mutually agree, (ii) the
Real Estate Closing for the Purchased Real Estate Assets and Assumed Real Estate Liabilities relating to the Acquired Premises located
in Plantation, Florida shall occur on February 25, 2008, or such date as the Parties may mutually agree and (iii) the Real Estate Closing
for the Purchased Real Estate Assets and Assumed Real Estate Liabilities relating to the Acquired Premises located in Clearwater,
Florida, in Brandon, Florida and at 9041 Southside Blvd., Unit #118, Jacksonville, Florida 32256, shall occur on February 18, 2008, or
such date or dates as the Parties may mutually agree; provided , that, with respect to the Real Estate Closings set forth in subparagraph
(iii), the Real Estate Buyer shall be deemed to have satisfied its obligations set forth in Section 2.5(b) hereof and the closing condition
set forth in Section 8.3(d) hereof if the Real Estate Buyer delivers the applicable Real Estate Purchase Price for these Acquired Premises
by no later than 4:00 p.m. on February 19, 2008.”
1.2 Escrow Account . The Parties hereby acknowledge and agree that, notwithstanding anything in the Asset Purchase Agreement
or in any Closing Notice to the contrary, the amount set forth on Schedule I attached hereto of the applicable Real Estate