Exhibit 10.1.1
Addendum
To Asset Purchase Agreement
THIS ADDENDUM TO ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of
October 26, 2004, by and among Sanswire Technologies, Inc., a Delaware
corporation (the "Seller"), Sanswire, Inc., a Delaware corporation and
wholly-owned subsidiary of the Seller (the "Seller Subsidiary"), GlobeTel
Communications Corp., a Delaware corporation ( the "Parent") and GlobeTel
Subsidiary, Inc. a Delaware corporation and wholly-owned subsidiary of the
Parent (now known as Sanswire Networks LLC, a Florida limited liability company)
("Purchaser").
ADDENDUM
WHEREAS, the parties entered into that certain Asset Purchase Agreement
dated April 15, 2004 (the "Purchase Agreement");
WHEREAS, the Parent has caused 28 million shares to be issued
in accordance with the agreement and such shares are now in the possession of
American Stock Transfer; and
WHEREAS, the parties agree that the transaction has closed pursuant to
the terms of the Agreement, but that it is in the best interest of all parties
hereto to modify the Purchase Agreement as set forth more particular below;
NOW THEREFORE, in consideration of $10 and the mutual benefits and
covenants contained herein the parties agree to modify the Purchase Agreement by
adding or modifying the Agreement as follows:
1. Section 1.2(a) of the Purchase Agreement is amended in its entirety to read
as follows:
"As consideration for the sale of the Specified Assets to the Purchaser,
Purchase shall issue 28 million shares ("Shares") of the Parent's publicly
traded common stock ("Common Stock"), to be registered on Form S-4 or
other appropriate registration statement, to the Seller. The shares shall
be released to the Seller in accordance with Section 1.2(b).
2. Successful Commercial Launch and Additional Shares
a. Within ten (10) days of the date that all of the conditions of a
Successful Commercial Launch (as hereinafter defined) have been
achieved, Parent shall issue and deliver to Seller an additional 200
million shares of Common Stock ("Additional Shares") (or such
additional or lesser amount to reflect any splits or reverse splits
since April 15, 2004), free and clear of any lien or encumbrance.
b. As used herein, the term "Successful Commercial Launch" means
i. the launch ("Launch") of an airship (dirigible) by Purchaser
or any of its affiliates:
1. within (i) eighteen (18) months after the launch by Purchaser
or any of its affiliates of a prototype airship (dirigible)
that is currently under construction (currently scheduled for
March 31, 2005), that is able to:
a. receive and transmit commercially acceptable two-way wireless
voice and Internet transmissions (collectively, "Services");
b. such services are offered at a commercially competitive rate
for voice and internet services of the same type; and
c. is able to provide such Services to at least one paying
customer within one year of the Launch, but not later than 30
months from the date of the launch of the prototype airship
now under construction.
c. If the Common Stock splits (either forward or reverse) between April
15, 2004 and the date on which the Escrowed Shares or to be
delivered to Seller, then the number of Additional Shares to be
delivered by Purchaser to Seller shall be adjusted in the same
manner. Purchaser shall use its best efforts to cause a Successful
Commercial Launch to occur including, without limitation, providing
financial, managerial, engineering and sales support to the project.
The obligations under this Section survive the Closing.
2. Conflicts
a. Should there be any conflict between the terms of the Purchase
Agreement and the terms of this Addendum, the terms of this Addendum
shall prevail.
3. Dispute Resolution
a. Should there arise a dispute between the parties as to the
interpretation of the Agreement, this addendum or any right,
obligation or action pursuant thereto, the parties agree to first
seek to mediate such dispute with a Florida certified mediator.
b. The parties shall share equally the expense of any mediation.
c. Neither party shall unreasonably withhold their approval of a
mediator. Should the parties be unable to agree upon a mediator then
a mediator shall be chosen by Mediation Inc., of Fort Lauderdale.
4. Registration of Shares
a. Within 45 days of its listing on the American Stock Exchange, the
Purchaser shall file a registration statement with the SEC covering
the 28 million shares referred to in paragraph 1.2(a).
The parties to this Addendum have caused this Addendum to be executed
and delivered as of the date first set forth above.
Seller:
Sanswire Technologies, Inc.
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Xxxxxxx X. Xxxxx
Chairman/CEO
Seller Subsidiary:
Sanswire, Inc.
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx
President
Parent
GlobeTel Communications Corp.
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Xxxxxxx Xxxx
CEO
