ADDENDUM TO SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
EXHIBIT
99.4
ADDENDUM
TO
This
Addendum dated this 13th 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:
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1.
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Section
2.4 of the Agreement shall be amended and replaced with the
following:
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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 August 28, 2009.; (2) , the
sum of $1,000,000.00 shall be wire transferred to Company no later than October
7, 2009; and (3) a final payment of $3,000,000.00 shall be wire
transferred to Company no later than December 2, 2009.
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2.
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Section
8.1 of the Agreement shall be amended and replaced with the
following:
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In the event that the Buyer shall fail
to pay the first tranche payment of $1,000,000 on or before August 28, 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.
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3.
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Except
as modified herein, the terms of the Agreement are hereby ratified and
confirmed.
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4.
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All
capitalized terms herein shall have the same meaning as in the
Agreement.
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SIGNATURES
FOLLOW ON NEXT PAGE
IN
WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and
year first above written.
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COMPANY:
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PURCHASER:
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ROCK
ISLAND CAPITAL, LLC,
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a
Delaware corporation
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a
Florida limited liability company
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By:
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/s/Xxxxxxx Xxxxxx
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By:
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/s/Xxxxxxx Xxxxxxxxx
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Its:
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Chief Executive Officer
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Its:
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Managing Member
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Dated:
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8/14/09
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Dated:
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8/14/09
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