ADDENDUM TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
EXHIBIT
99.5
ADDENDUM
TO
This
Addendum dated this 26th day of August, 2009 modifies that certain Series B
Convertible Preferred Stock Purchase Agreement including any and all addendums
thereto (the “Agreement”) by and between ECHO METRIX, INC., a Delaware
corporation (“Company”) and ROCK ISLAND CAPITAL, LLC, a Florida limited
liability company, or its assignees, (“Buyer”) for the purchase and sale of the
Purchase Shares as such is defined in the Agreement. The provisions
of this Addendum are intended to and shall supersede any provisions to the
contrary contained in the Agreement. The parties hereby further agree
as follows:
The
Agreement is hereby amended as follows:
|
|
1.
|
Section
2.4 of the Agreement shall be amended and replaced with the
following:
|
Delivery of Purchase
Price. The aggregate Purchase
Price shall be paid by the Buyer to the Company by wire transfer in the
following three tranches: (1) the sum of $1,000,000.00 shall be wire transferred
to Company in accordance with the wire transfer instructions attached hereto on
or before September 4, 2009.; (2) , the sum of $1,000,000.00 shall be wire
transferred to Company no later than October 14, 2009; and (3) a
final payment of $3,000,000.00 shall be wire transferred to Company no later
than December 2, 2009.
|
|
2.
|
Section
8.1 of the Agreement shall be amended and replaced with the
following:
|
In the
event that the Buyer shall fail to pay the first tranche payment of $1,000,000
on or before September 4, 2009, this Agreement shall become null and void and of
no further force and effect. In the event that Buyer shall fail to
pay the second or third tranche payments beyond applicable cure periods, from
and after such date, the Seller may terminate the Agreement and the same shall
become null and void, provided however that Company shall, in any event, retain
the portion of the Purchase Price paid and shall immediately issue Buyer the
Purchase Shares in a pro-rata amount equal to the value of the amount paid (i.e.
110,011 shares for each $1,000,000 paid). If Buyer shall fail to pay
the second or third tranche payment, Seller shall have no right to pursue any
other remedy against Buyer except as set forth in this Section 8.1.
3. Company
hereby acknowledges the receipt of $100,000.00 from Buyer and such amount
constitutes a portion of the first tranche payment due on or before September 4,
2009. For clarity, the remaining amount due on or before September 4,
2009 is $900,000.00, which, together with the $100,000.00 already received by
Company, will equal a total of $1,000,000.00.
4.
Except as modified herein, the terms of the Agreement are hereby ratified
and confirmed.
|
|
5.
|
All
capitalized terms herein shall have the same meaning as in the
Agreement.
|
SIGNATURES
FOLLOW ON NEXT PAGE
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and
year first above written.
|
COMPANY:
|
PURCHASER:
|
|||
|
ROCK
ISLAND CAPITAL, LLC,
|
||||
|
a
Delaware corporation
|
a
Florida limited liability company
|
|||
|
By:
|
/s/ Xxxxxxx Xxxxxx
|
By:
|
/s/Xxxxxxx Xxxxxxxxx
|
|
|
Its:
|
Chief Executive Officer
|
Its:
|
Managing Member
|
|
|
Dated:
|
8/27/09
|
Dated:
|
8/27/09
|
|
