AMENDMENT NUMBER 1 TO SECURITY AGREEMENT
Exhibit
4.10
AMENDMENT
NUMBER 1 TO
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of July 14, 2006, between Airbee
Wireless (India) Pvt. Ltd.,
an
India corporation (the “Company”),
and
XXXXXXXXXX
EQUITY PARTNERS, LTD. a
Cayman
Islands exempted corporation (the
“Secured
Party”).
WHEREAS,
the
Company and Secured Party are parties to a certain Security Agreement dated
as
of December 29, 2005 (the “Agreement”);
and
WHEREAS,
the
parties wish to amend the Agreement as set forth below.
NOW,
THEREFORE,
it is
agreed:
| I. |
Amendments.
|
A.
As a
result of a typographical error, the introductory paragraph of the Agreement
references Cornell Capital Partners, LP as the Secured Party. Inasmuch as it
has
always been the intention of the parties to reference Xxxxxxxxxx Equity
Partners, Ltd. as the Secured Party rather than Cornell Capital Partners, LP,
the introductory paragraph of the Agreement is hereby deleted in its entirety
and the following language shall replace said introductory paragraph of the
Agreement:
“THIS
SECURITY AGREEMENT
(the
“Agreement”), is
entered into and made effective as of December 29, 2005, by and between Airbee
Wireless (India) Pvt. Ltd.,
an
India
corporation with its principal place of business at 92 Xx. Xxxxxxx Road,
Mylapor, Xxxxxxx 000000, Xxxxx (the “Company”),
and
Xxxxxxxxxx Equity Partners, Ltd. (the
“Secured
Party”).”
| II. |
Miscellaneous.
|
|
A.
|
Except
as provided hereinabove, all of the terms and conditions contained
in the
Agreement shall remain unchanged and in full force and
effect.
|
|
B.
|
This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Agreement.
|
|
C.
|
All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Agreement.
|
| D. |
All
provisions in the Agreement and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this Amendment.
|
[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
|
COMPANY:
AIRBEE
WIRLESS (INDIA) Pvt. Ltd.
|
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| |
|
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| By: | /s/ Xxxxxxxxxx Xxxx | |
|
Name Xxxxxxxxxx
Xxxx
|
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|
Title: Director
|
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XXXXXXXXXX
EQUITY PARTNERS, LTD.
|
||
|
By:
Yorkville Advisors LLC
|
||
|
Its:
General Partner
|
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| |
|
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| By: | /s/ Xxxxxx Press | |
|
Name Xxxxxx
Press
|
||
|
Title: Portfolio
Manager
|
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