Amendment No. 1 to the Share Purchase Agreement by and between ID Global Solutions Corporation and the Multipay S.A. Shareholders dated May 7, 2015 to the March 31, 2016 10Q
Exhibit 10.43
AMENDMENT TO SHARE PURCHASE AGREEMENT DATED APRIL 6, 2015
by and among
EACH OF THE SELLERS NAMED ON SCHEDULE
as Sellers,
and
ID GLOBAL SOLUTIONS CORPORATION,
as Buyer,
Dated as of May 7, 2015
On this day, May 7, 2015, the following amendments were made to the original SHARE PURCHASE AGREEMENT, dated April 6, 2015 (the- “Agreement”), and is made by and among each of the parties identified as a “Seller”, hereinafter referred to individually as a “Seller” and collectively as the “Sellers”) and ID Global Solutions Corporation, a Delaware corporation (together with one or more of its designees, “Buyer”).
WITNESSETH:
WHEREAS, Article I, Section 1.1 Paragraph “Retained Amount” reads as follows:
“Retained Amount” shall mean the total amount of ONE THOUSAND EIGHTEEN MILLION ONE HUNDRED AND SIXTY THOUSAND THREE HUNDRED AND THIRTY FOUR PESOS (COP$1.018.160.334) represented in Retained IDGSC Shares,
is hereby amended to:
“Retained Amount” shall mean the total amount of EIGHT HUNDRED AND TWENTY SIX MILLION ONE HUNDRED SIXTY TWO THOUSAND NINE HUNDRED AND FIFTY NINE PESOS (COP$827.162.959) represented in Retained IDGSC Shares. The rate of exchange used in the US$ to COP PESO conversion is US$1=COP2400.
WHEREAS, Article I, Section 1.1 Paragraph “Retained IDGSC Shares” reads as follows:
“Retained IDGSC Shares” means the number of IDGSC Shares that Buyer shall retain until the Sellers pay the Claw-back Liabilities, for a total amount of SIX HUNDRED THOUSAND (600.000)
is hereby amended to:
“Retained IDGSC Shares” means the number of IDGSC Shares that Buyer shall retain until the Sellers pay the Claw-back Liabilities, for a total amount of ONE MILLION FOUR HUNDRED NINETY EIGHT THOUSAND FOUR HUNDRED EIGHTY THREE (1.498.483).
(SIGNATURE PAGES TO FOLLOW)
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
SELLER: | ||
A2S S.A.S. | ||
By: | /s/ Luis Álvaro Cuestas Rincón | |
Name: Luis Álvaro Cuestas Rincón | ||
Title: Legal Representative |
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
SELLER: | ||
By: | /s/ Luis Álvaro Cuestas Rincón | |
Name: Luis Álvaro Cuestas Rincón |
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
SELLER: | ||
By: | Álvaro Mauricio Cuestas Rojas | |
Name: Álvaro Mauricio Cuestas Rojas |
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
SELLER: | ||
By: | /s/ Sofia Cristina Cuestas Rojas | |
Name: Sofia Cristina Cuestas Rojas |
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
SELLER: | ||
By: | /s/ Luis Álvaro Cuestas Rincón | |
Name: Luis Álvaro Cuestas Rincón on behalf of Sofia Cristina Rojas de Cuestas |
IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
BUYER: | ||
ID GLOBAL SOLUTIONS CORPORATION | ||
By: | /s/ Douglas Wayne Solomon | |
Name: Douglas Wayne Solomon | ||
Title: Chairman and Chief Operating Officer |
Amended MultiPay Shareholders Schedule | 7-May-15 |
No. of IDGS Shares per | Initial Issue of IDGS Shares | Balance of IDGS Shares to be Issued on Settlement of | ||||||||||||||||
Shareholder | Shareholder ID | Agreement | on Closing | Debt | (%) | |||||||||||||
A2S S.A.S | NIT 900.517.811-1 | 6,102,374 | 4,899,176 | 1,203,198 | 80.29 | % | ||||||||||||
Luis Alvaro Cuestas Rincon | CC 17.032.686 | 952,630 | 764,801 | 187,829 | 12.53 | % | ||||||||||||
Sofia Cristina Cuestas Rojas | CC 52.647.156 | 97,198 | 78,034 | 19,164 | 1.28 | % | ||||||||||||
Alvaro Mauricio Cuestas Rojas | CC 79.940.519 | 441,058 | 354,095 | 86,963 | 5.80 | % | ||||||||||||
Sofia Cristina Rojas de Cuestas | CC 20.606.089 | 6,740 | 5,411 | 1,329 | 0.09 | % | ||||||||||||
7,600,000 | 6,101,517 | 1,498,483 | 100.00 | % |