EXHIBIT 4.3
ADDENDUM TO CONVERTIBLE DEBENTURE AND
WARRANT TO PURCHASE COMMON STOCK
This Addendum to Convertible Debenture and Warrant to Purchase Common Stock
("Addendum") is entered into as of the 21st day of June 2005 by and between
Ultradata Systems, Incorporated, a Delaware corporation ("Ultradata"), and
Golden Gate Investors, Inc., a California corporation ("GGI").
WHEREAS, GGI and Ultradata are parties to that certain 6 3/4 % Convertible
Debenture dated as of February 14, 2005 ("Debenture"); and
WHEREAS, GGI and Ultradata are parties to that certain Warrant to Purchase
Common Stock dated as of February 14, 2005 ("Warrant"); and
WHEREAS, the parties desire to amend the Debenture and Warrant in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Ultradata and GGI agree as
follows:
1. All terms used herein and not otherwise defined herein shall have the
definitions set forth in the Debenture.
2. Immediately upon execution of this Addendum by both parties, GGI shall
wire Ultradata $50,000. This amount shall represent a prepayment towards
the exercise of Warrant Shares under the Warrant, the timing of which
shall be at GGI's sole discretion.
3. The second and third references to the $100,000 amount in the next to last
paragraph of section 3.1(a) of the Debenture, as it relates to Ultradata's
right to redeem pursuant to section 2.5 of the Debenture, are hereby
changed to $60,000. The first reference to the $100,000 amount in section
(iii) of the next to last paragraph of section 3.1(a) of the Debenture
remains unchanged.
4. Except as specifically amended herein, all other terms and conditions of
the Debenture and Warrant shall remain in full force and effect.
IN WITNESS WHEREOF, Ultradata and GGI have caused this Addendum to be signed by
its duly authorized officers on the date first set forth above.
Ultradata Systems, Incorporated Golden Gate Investors, Inc.
By: /s/ XXXXX XXXX By: /s/ XXXXXX XXXX
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Name: Xxxxx Xxxx Name: Xxxxxx Xxxx
Title: Chief Executive Officer Title: Investment Portfolio Manager
