May 24, 2012 Geos Communications IP Holdings, Inc. c/o Geos Communications, Inc. Southlake, Texas 76092 Geos Communications, Inc. Southlake, Texas 76092 Mr. Allan Lyons c/o Vestal Venture Capital Boca Raton, Florida 33496 Re: Side Letter Agreement...
Exhibit 10.2
May 24, 2012
Geos Communications IP Holdings, Inc.
c/o Geos Communications, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
Geos Communications, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
Xx. Xxxxx Xxxxx
c/x Xxxxxx Venture Capital
0000 Xxxxxxx Xxx
Xxxx Xxxxx, Xxxxxxx 00000
Gentlemen:
Reference is made to the Stock Purchase Agreement (“Purchase Agreement”) entered into by and among Augme Technologies, Inc., a Delaware corporation (“Buyer”), Geos Communications IP Holdings, Inc., a Delaware corporation (the “Company”), Geos Communications, Inc., a Washington corporation (the “Common Stockholder”), and the Preferred Stockholders of the Company. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.
By signing this Side Letter Agreement, each of the parties hereto agrees as follows:
(1) All references in the Purchase Agreement, the Non-Competition Agreement, and any other agreements, letter agreements, certificates, instruments, or other documents relating to, or delivered by the parties hereto or their respective officers, directors and/or representatives in connection with, the transactions contemplated by the Purchase Agreement (collectively, the “Transaction Documents”) to May 22, 2012 are hereby amended to refer to May 24, 2012, which is the date on which the Closing occurred; and
(2) All references in the Transaction Documents to the Closing Date shall be deemed to refer to May 24, 2012.
This Side Letter Agreement may be executed by facsimile and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Side Letter Agreement. Facsimile signatures or signatures scanned into portable document format or post script and sent by e-mail shall be deemed original signatures.
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Very truly yours, |
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/s/ Xxxx X. Arena |
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Xxxx X. Arena, as Chief Executive Officer of Buyer |
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Geos Communications, Inc. |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
President |
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Geos Communications IP Holdings, Inc. |
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By: |
/s/ Xxxxx X. Xxxxxxxxxxxx |
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Name: |
Xxxxx X. Xxxxxxxxxxxx |
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Title: |
President |
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Preferred Stockholder Representative |
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/s/ Xxxxx Xxxxx |
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Xxxxx Xxxxx, as Preferred Stockholder Representative |
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COPY TO:
Xxxxx & Lardner LLP
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxx X. Xxxxxxxx, Esq.
Xxxxx Xxxxxxxxxxxx
c/o D Mobile, Inc.
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
