FIRST SUPPLMENT TO THE PURCHASE AND SALE AGREEMENT DATED MARCH 14, 2008
Exhibit
10.2
FIRST
SUPPLMENT TO THE PURCHASE
AND SALE AGREEMENT DATED
MARCH 14, 2008
The
Purchase and Sale Agreement (the “Agreement”) was entered into
on March 14, 2008, by and between certain shareholders of Calypso Wireless, Inc.
(“Sellers”) and certain
investors (the “Buyers”)
(collectively the “Parties”).
For the
consideration recited in the Agreement, the Buyers, as defined in the Agreement,
further hereby agree and covenant not to xxx, directly and/or
indirectly, the Sellers, as defined in the Agreement, and any current
and/or former Board of Directors and Officers, Agents, employees, Zimmerman,
Axelrad, Meyer, Stern, & Wise, P.C., Xxxxx X. Xxxxxxxxx, Xxxx Xxxxx, The
Xxxxx Law Firm, P.C., attorneys of the Company for any claims, causes
of action, demands, liability, damages, in law and/or in equity, known and/or
unknown, for any and claims including negligence, tort, breach of
contract. Further, the Buyers hereby release, the Sellers and Current
and Former Directors and Officers including Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, and Zimmerman,
Axelrad, Meyer, Stern, & Wise, P.C., Xxxxx X. Xxxxxxxxx, Xxxx Xxxxx, The
Xxxxx Law Firm, P.C. for any claims, causes of action, demands, liability,
damages, in law and/or in equity, known and/or unknown, for any and claims
including, but not limited to, negligence, breach of fiduciary
duties, tort, and/or breach of contract. This Covenant not to
Xxx and Release is to include, but is not limited to, any and all claims against
Board Members, Officers, agents and/or employees for any action and/or inaction
that concerns, and/or otherwise relates to entering into this Agreement or any
agreement and/or obligation in connection with the Agreement. This
Release is to be construed as broadly as possible to encompass any claims and/
or causes of action against the foregoing. The Board and Officers of
the Company currently consist of the following individuals: Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx. The former Board of Directors
and Officers consist of the following individuals: Xxxxx Xxxxxx and Xxxxxx
Xxxxxxx. This Release shall also apply to any and all conceivable
claims, demands, causes of action that could be brought by and/or on behalf of
any officers, directors, agents, employees of the Company, as defined by the
Agreement, put into place by the Buyers, directly or
indirectly, against Current and Former Directors and Officers including Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx
Xxxxxxx, and Zimmerman, Axelrad, Meyer, Stern, & Wise, P.C., Xxxxx X.
Xxxxxxxxx, Xxxx Xxxxx, The Xxxxx Law Firm, P.C.
Agreed
and Accepted:
For
the Buyers:
/s/
Xxxx X.
Xxxxxx
Xxxx X.
Xxxxxx, authorized agent for Buyers
Date:
4-4-08
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