SECOND ADDENDUM TO RESCISSION AGREEMENT PERTAINING TO ACQUISITION AGREEMENT
Exhibit 10.4
SECOND ADDENDUM TO
RESCISSION AGREEMENT PERTAINING TO
ACQUISITION
AGREEMENT
THIS SECOND ADDENDUM TO RESCISSION
AGREEMENT PERTAINING TO ACQUISITION AGREEMENT is made and entered into as
of the 4th day of April, 2008, by and among GLOBAL REALTY DEVELOPMENT CORP.
(“Global”), SMS TEXT
MEDIA, INC. (the “Company”), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇”),
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(“▇▇▇▇▇▇▇▇▇”), and ▇▇▇ ▇. ▇▇▇▇▇▇▇
(“▇▇▇▇▇▇▇”) (▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall sometimes hereinafter
be referred to as the “Selling Stockholders”).
Section 1
(b)(iii)(c) is hereby deleted and replaced in its entirety as
follows:
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(c)
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10,000,000
shares of Global Stock (consisting of 3,333,333 shares issued to each of
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, 300,000 shares issued to ▇▇▇▇▇▇ ▇▇▇▇, and
3,033,334 shares issued to ▇▇▇▇▇▇▇) will be returned directly to Global
with Proper transfer instructions and Medallion Guarantees and Global will
have the responsibility to work with the Transfer Agent to consummate the
transfer. In addition to, and separate from, the Note at
Exhibit F, ▇▇▇▇▇▇▇, as the sole payor, shall issue a note (Exhibit
G) to secure the return of the 3,033,334 shares of Global Stock
issued to him. Under the terms of the note at Exhibit G,
▇▇▇▇▇▇▇ shall have the option to return the 3,033,334 shares of Global
Stock issued to him or pay $455,000 in cash as principal (“Principal
Amount”), by June 18, 2008. For purposes of determining the Principal
Amount, the 3,033,334 shares of Global Stock issued to ▇▇▇▇▇▇▇ shall be
valued at $0.15 per share.
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Remainder
of Page left blank with Signature Page to follow
SECOND ADDENDUM TO
RESCISSION AGREEMENT PERTAINING TO
ACQUISITION
AGREEMENT
IN WITNESS WHEREOF, the
parties have executed this instrument as of the date first above
written.
| GLOBAL REALTY DEVELOPMENT CORP. | ||
| By | ||
| Its | ||
| SMS TEXT MEDIA, INC. | ||
| By | ||
| Its | ||
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