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

Contract Categories: Business Finance - Share Agreements
EX-10.43 2 s105638_ex10-43.htm EXHIBIT 10-43

  

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%