FIRST AMENDMENT TO ESCROW AND STOCK PURCHASE AGREEMENT
FIRST
AMENDMENT TO ESCROW AND STOCK PURCHASE AGREEMENT
This
First Amendment (the “Amendment”) to Escrow and Stock Purchase Agreement is
entered into by and between Sanswire Corp., a Delaware corporation with offices
at Xxxxx Xxxx 000, Xxxxxxxx X0-000X, Xxxx 1400, Xxxxxxx Xxxxx Xxxxxx, XX 00000
(“Sanswire”), Xxxxxxx X. Xxxxx (“Xxxxx”) 000 Xxxxx 000 Xxxxxx, Xxxxx
Xxxxxx, XX 00000, and Xxxxxxx & Xxxxxxxxxx LLP, an Illinois limited
liability partnership, 000 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, XX 00000 (the “Escrow Agent”) on this 27th day of December, 2010 (the
"Effective Date").
WHEREAS,
Sanswire, Xxxxx and the Escrow Agent entered into that certain Escrow and Stock
Purchase Agreement dated September 29, 2010 (the “Agreement”).
WHEREAS,
Sanswire, Xxxxx and the Escrow Agent now desire to amend the terms of the
Agreement as more particularly set forth below:
NOW,
THEREFORE, in consideration of the mutual promises and consideration contained
herein, the parties agreed as follows:
1. The
address for Sanswire Corp. in the first paragraph shall hereby be amended to
read “Xxxxx Xxxx 000, Xxxxxxxx X0-000X, Room 0000, Xxxxxxx Xxxxx Xxxxxx, XX
00000.”
2. Section
5 of the Agreement is hereby amended and restated in its entirety and shall
hereafter be and read as follows: “In the event that Sanswire enters into a
written settlement agreement using the Settlement Funds, the $250,000
contributed by Xxxxxxx X. Xxxxx and remitted by the Escrow Agent will be deemed
to be an equity investment for the purchase of Sanswire shares, and Xxxxxxx X.
Xxxxx and Sanswire will enter into a Stock Purchase Agreement whereby Xxxxxxx X.
Xxxxx will receive in exchange for his $250,000 contribution to the settlement
3,333,333 shares of common stock of Sanswire, par value $0.00001 per share,
restricted pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended.”
3. Section
7.a of the Agreement is hereby amended and restated in its entirety and shall
hereafter be and read as follows:
Xxxxx Xxxx 000, Xxxxxxxx X0-000X, Xxxx
0000
Xxxxxxx Xxxxx Xxxxxx, XX
00000
Attn: President
Mailing Address:
Mail Code: SWC
Xxxxxxx Xxxxx Xxxxxx, XX
00000
Attn: President
Page 1 of
2
4. Except
as provided in this Amendment, all terms used in this Amendment that are not
otherwise defined shall have the respective meanings ascribed to such terms in
the Agreement.
5. This
Amendment embodies the entire agreement between Sanswire, Xxxxx and the Escrow
Agent with respect to the amendment of the Agreement. In the event of any
conflict or inconsistency between the provisions of the Agreement and this
Amendment, the provisions of this Amendment shall control and
govern.
6. Except
as specifically modified and amended herein, all of the terms, provisions,
requirements and specifications contained in the Agreement remain in full force
and effect. Except as otherwise expressly provided herein, the parties do not
intend to, and the execution of this Amendment shall not, in any manner impair
the Agreement, the purpose of this Amendment being simply to amend and ratify
the Agreement, as hereby amended and ratified, and to confirm and carry forward
the Agreement, as hereby amended, in full force and effect.
7. This
Amendment shall be construed and governed by the laws of the State of New
York.
IN
WITNESS WHEREOF, Sanswire, Xxxxx and the Escrow Agent have executed and
delivered this Amendment effective as of the Effective Date.
|
By:
|
|
|
Name:
Xxxxx X. Xxxxxxxx
|
|
|
Title:
President and Chief Executive Officer
|
|
|
Date:
December 27, 2010
|
|
|
Xxxxxxx
X. Xxxxx
|
|
|
Date:
December 27, 2010
|
|
|
Xxxxxxx
& Xxxxxxxxxx LLP
|
|
|
By:
|
|
|
Name:
Xxxxxxx Xxxxx
|
|
|
Date:
December 27,
2010
|
|
Page 2 of
2
