FIRST AMENDMENTExchange Agreement • December 19th, 2008 • Fonix Corp • Telephone communications (no radiotelephone)
THIS FIRST AMENDMENT TO THE EXCHANGE AGREEMENT (this “Amendment”) is made as of the 12th day of December, 2008, by and among FONIX CORPORATION, a Delaware corporation (“Fonix”), FONIX GS ACQUISITION CORPORATION, a Delaware corporation and wholly owned subsidiary of Fonix (“Buyer”), SOUTHRIDGE LLC, a Connecticut, limited liability company (the “Funds”), G-SOFT LIMITED, a Hong Kong corporation (“G-Soft”), and those certain persons who are the capital stock holders of G-Soft whose names are listed on Exhibits A to the Exchange Agreement (as defined below) (the “Sellers”). Fonix, Buyer, the Funds and the Sellers are referred to collectively herein as the “Parties”. Except as otherwise provided in this Amendment, all capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Exchange Agreement.
ESCROW AGREEMENTEscrow Agreement • December 19th, 2008 • Fonix Corp • Telephone communications (no radiotelephone) • Delaware
ESCROW AGREEMENT (the “Agreement”), dated December 12, 2008, by and among TAFNIT COMMUNICATIONS, LTD., JIANG HONGWEI, RAFAEL MANDELMAN AND IECHIEL MICHAEL WIGDERHAUS (the “Seller” or “Sellers”), FONIX CORPORATION, a Delaware corporation (“Buyer”), and ADAM L. GOLDBERG (the “Escrow Agent”).
