Side Letter Agreement Amending Closing Date in Stock Purchase Agreement among Augme Technologies, Geos Communications Entities, and Preferred Stockholders
This agreement is a side letter between Augme Technologies, Geos Communications IP Holdings, Geos Communications, and the Preferred Stockholders. It amends the Stock Purchase Agreement and related documents to change all references to the closing date from May 22, 2012, to May 24, 2012. The parties agree that all transaction documents will now refer to the new closing date. The agreement also allows for execution by facsimile or electronic signature. No other terms of the original agreements are changed.
Exhibit 10.2
May 24, 2012
Geos Communications IP Holdings, Inc.
c/o Geos Communications, Inc.
430 North Carroll Avenue, Suite 120
Southlake, Texas 76092
Geos Communications, Inc.
430 North Carroll Avenue, Suite 120
Southlake, Texas 76092
Mr. Allan Lyons
c/o Vestal Venture Capital
6471 Enclave Way
Boca Raton, Florida 33496
Re: Side Letter Agreement
Gentlemen:
Reference is made to the Stock Purchase Agreement (“Purchase Agreement”) entered into by and among Augme Technologies, Inc., a Delaware corporation (“Buyer”), Geos Communications IP Holdings, Inc., a Delaware corporation (the “Company”), Geos Communications, Inc., a Washington corporation (the “Common Stockholder”), and the Preferred Stockholders of the Company. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.
By signing this Side Letter Agreement, each of the parties hereto agrees as follows:
(1) All references in the Purchase Agreement, the Non-Competition Agreement, and any other agreements, letter agreements, certificates, instruments, or other documents relating to, or delivered by the parties hereto or their respective officers, directors and/or representatives in connection with, the transactions contemplated by the Purchase Agreement (collectively, the “Transaction Documents”) to May 22, 2012 are hereby amended to refer to May 24, 2012, which is the date on which the Closing occurred; and
(2) All references in the Transaction Documents to the Closing Date shall be deemed to refer to May 24, 2012.
This Side Letter Agreement may be executed by facsimile and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Side Letter Agreement. Facsimile signatures or signatures scanned into portable document format or post script and sent by e-mail shall be deemed original signatures.
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| Very truly yours, |
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| /s/ Paul R. Arena |
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| Paul R. Arena, as Chief Executive Officer of Buyer |
| Geos Communications, Inc. |
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| By: | /s/ Chris R. Miltenberger |
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| Name: | Chris R. Miltenberger |
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| Title: | President |
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| Geos Communications IP Holdings, Inc. |
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| By: | /s/ Chris R. Miltenberger |
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| Name: | Chris R. Miltenberger |
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| Title: | President |
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| Preferred Stockholder Representative |
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| /s/ Allan Lyons |
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| Allan Lyons, as Preferred Stockholder Representative |
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COPY TO:
Foley & Lardner LLP
3000 K Street, N.W., Suite 600
Washington, D.C. 20007
Attention: Jay W. Freedman, Esq.
Chris Miltenberger
c/o D Mobile, Inc.
430 North Carroll Avenue, Suite 120
Southlake, Texas 76092
