Waiver and Satisfaction of Conditions under Stock Exchange Agreement by Monty W. Smith and Mary Catherine Smith for Integrated Freight Systems, Inc.
Monty W. Smith and Mary Catherine Smith agree to waive all unsatisfied conditions in a Stock Exchange Agreement with Integrated Freight Systems, Inc., originally dated September 2, 2008 and amended September 17, 2008. They confirm that all such conditions are now considered satisfied and agree that the agreement cannot be terminated, canceled, or rescinded for any reason. This waiver is given in consideration for the issuance of an amended promissory note and security agreement.
May __, 2009
| TO: | Integrated Freight Systems, Inc. |
|
| Suite 200 |
|
| 6371 Business Boulevard |
|
| Sarasota, Florida 34240 |
The undersigned, in consideration for the issue of an Amended Promissory Note and Security Agreement originally dated September 17, 2008 and amended May __, 2009, does hereby (i) waive all conditions, precedent and subsequent, which remain unsatisfied by Integrated Freight Systems in that certain Stock Exchange Agreement dated September 2, 2008, as amended September 17, 2008, (together, the “Agreement”), (ii) agree that all such conditions shall be and hereby are deemed satisfied and (iii) agree that the Agreement cannot be terminated, cancelled or rescinded for any reason whatsoever.
| Very truly yours, |
|
|
|
|
| _______________________________ | _______________________________ |
| Monty W. Smith | Mary Catherine Smith |
