EXHIBIT 10.107
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement, dated
as of December 9, 2002, shall serve to amend the Securities Purchase Agreement
(the "Agreement"), dated as of September 11, 2002, by and among Xxxxxxxxx
Wireless, a Nevada corporation with its headquarters located at 0000 Xxxxx,
Xxxxx X0-000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, and each of the Buyers set forth
in the Agreement.
1. The undersigned parties hereby agree to amend Section 4(l)
of the Agreement to provide that the Buyers will fund the final $175,000 of the
subsequent investment referred to in that section on the date hereof, instead of
within ten (10) days following the Effective Date of the Registration Statement
(as defined in the Agreement).
2. All other provisions of the Agreement shall remain in full
force and effect.
[Signature Page Follows]
ACCEPTED AND AGREED:
XXXXXXXXX WIRELESS
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
President and Chief Executive Officer
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
AJW OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Manager
