AMENDMENT NUMBER 1 TO INSIDER PLEDGE AND ESCROW AGREEMENT
Exhibit
4.9
AMENDMENT
NUMBER 1 TO
THIS
AMENDMENT AGREEMENT (the
“Amendment”) is
entered into as of July 14, 2006, between AIRBEE
WIRELESS, INC., a
corporation organized and existing under the laws of the State of Delaware
(the
“Company”),
Xxxxxxxxxx Xxxx, E. Xxxxxx Xxxxxx and Ramanujan Xxxxxxxxx, being officers of
the
Company, XXXXXXXXXX
EQUITY PARTNERS, LTD. a
Cayman
Islands exempted corporation (the
“Pledgee”),
and
XXXXX
XXXXXXXX, ESQ.
(the
“Escrow
Agent”).
WHEREAS,
the
Company, Pledgee and Escrow Agent are parties to a certain Insider Pledge and
Escrow Agreement dated as of December 29, 2005 (the “Agreement”);
and
WHEREAS,
the
parties wish to amend the Agreement as set forth below.
NOW,
THEREFORE,
it is
agreed:
| I. |
Amendments.
|
A. As
a
result of a typographical error, the introductory paragraph of the Agreement
references Cornell Capital Partners, LP as the Pledgee. Inasmuch as it has
always been the intention of the parties to reference Xxxxxxxxxx Equity
Partners, Ltd. as Pledgee rather than Cornell Capital Partners, LP, the
introductory paragraph of the Agreement is hereby deleted in its entirety and
the following language shall replace said introductory paragraph of the
Agreement:
“THIS
INSIDER PLEDGE AND ESCROW AGREEMENT
(the
“Agreement”)
is
made and entered into as of December 29, 2005 (the “Effective
Date”)
by and
among Xxxxxxxxxx Xxxx, E. Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxxxxx each being
an
officer of the Company
(the
“Pledgors”), XXXXXXXXXX
EQUITY PARTNERS, LTD. (the
“Pledgee”),
AIRBEE
WIRELESS, INC., a
Delaware corporation (the “Company”),
and
XXXXX
XXXXXXXX, ESQ.,
as
escrow agent (“Escrow
Agent”).”
| II. |
Miscellaneous.
|
|
A.
|
Except
as provided hereinabove, all of the terms and conditions contained
in the
Agreement shall remain unchanged and in full force and
effect.
|
|
B.
|
This
Amendment is made pursuant to and in accordance with the terms and
conditions of the Agreement.
|
|
C.
|
All
capitalized but not defined terms used herein shall have those meanings
ascribed to them in the Agreement.
|
| D. |
All
provisions in the Agreement and any amendments, schedules or exhibits
thereto in conflict with this Amendment shall be and hereby are changed
to
conform to this Amendment.
|
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.
| COMPANY: | ||
| AIRBEE WIRLESS, INC. | ||
| By: |
/s/
E. Xxxxxx Xxxxxx
|
|
|
Name E.
Xxxxxx Xxxxxx
|
||
|
Title: President
& Chief Operating Officer
|
||
| PLEDGORS: | ||
| By: |
/s/
Xxxxxxxxxx Xxxx
|
|
|
Name:
Xxxxxxxxxx Xxxx
|
||
| By: |
/s/
E. Xxxxxx Xxxxxx
|
|
|
Name:
E. Xxxxxx Xxxxxx
|
||
| By: |
/s/
Xxxxxxxxx Xxxxxxxxx
|
|
|
Name:
Xxxxxxxxx Xxxxxxxxx
|
||
| XXXXXXXXXX EQUITY PARTNERS, LTD. | ||
| By: |
Yorkville
Advisors LLC
|
|
|
Its:
General Partner
|
||
| By: |
/s/
Xxxxxx Press
|
|
|
Name Xxxxxx
Press
|
||
|
Title: Portfolio
Manager
|
||
| ESCROW AGENT: | ||
| XXXXX XXXXXXXX, ESQ. | ||
| By: |
/s/
Xxxxx Xxxxxxxx
|
|
|
Name:
Xxxxx Xxxxxxxx, Esq.
|
||
