AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1
to Stock Purchase Agreement (this “Amendment”) is
made and entered into as of May 31, 2021, by and among Liberated
Syndication, Inc., a Nevada corporation (the “Company”) and
each of the “Purchasers” set forth on the signature
pages hereto (the “Purchasers”,
and together with the Company, the “Parties”).
Recitals
A. The
Parties have entered into that certain Stock Purchase Agreement,
dated as of March 29, 2021 (the “Stock Purchase
Agreement”).
B. The
Parties desire to amend the Stock Purchase Agreement upon the terms
set forth in this Amendment.
Agreement
The
Parties to this Amendment, intending to be legally bound, agree as
follows:
1. ARTICLE
II. The preamble to ARTICLE II to the Stock Purchase
Agreement is hereby amended by amending and restating the clause
“(i) disclosures set forth
in the SEC Reports” as follows: “(i) disclosures set forth in the SEC Reports
or in the Company’s Current Report on Form 8-K filed with the
SEC on May 18, 2021.”
2. Section
7.1(A)(iii). Section 7.1(A)(iii) of the Stock Purchase
Agreement is hereby amended by replacing “May 31, 2021”
with “June 11,
2021.”
3. Entire
Agreement; Counterparts; Construction. This Amendment, the
Stock Purchase Agreement, the Registration Rights Agreement and the
other agreements and schedules referred to herein and therein
constitute the entire agreement and supersede all prior agreements
and understandings, both written and oral, among or between any of
the Parties, with respect to the subject matter hereof and thereof.
This Amendment may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute
one and the same instrument. The exchange of a fully executed
Amendment (in counterparts or otherwise) by PDF shall be sufficient
to bind the Parties to the terms and conditions of this Amendment.
The headings set forth in this Amendment are for convenience of
reference purposes only and shall not affect or be deemed to affect
in any way the meaning or interpretation of this Amendment or any
term or provision hereof.
4. Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
In Witness
Whereof, the Parties have caused this Amendment to be
executed as of the date first above written.
LIBERATED SYNDICATION, INC.
By:
/s/ Xxxxxx Xxx
Xxxx
Name:
Xxxxxx Xxx Xxxx
Title:
President and COO
Purchasers:
[PURCHASERS]
By:
Name:
Title:
