Exhibit 10.1
AMENDMENT
This Amendment (the
“Amendment”) dated as of October 20, 2009 (the
“Effective Date”) is by and among Victor F. Gerber
(“Gerber”), Atlas Merchant Services, Inc., a Georgia
corporation (“Atlas, Inc.”), Atlas Merchant Services,
LLC, a Nevada limited liability company (the “Company”)
and FNDS3000 Corp, a Delaware corporation (“Seller”).
Seller, Gerber, Company and Atlas, Inc. are sometimes referred to
herein singly as, a “Party,” and collectively as, the
“Parties.”
WHEREAS , the Parties are parties to a certain
Settlement/Membership Interest Purchase Agreement dated as of
May 14, 2009 (the “Agreement”); and
WHEREAS , the parties desire to amend the
Agreement.
NOW THEREFORE
, in consideration of the mutual
promises contained herein and for ten dollars ($10.00) and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1. Price
Indemnity . The Parties agree that Section 6.5 of the
Agreement is hereby deleted in its entirety and the following is
substituted in its stead:
6.5 Price Indemnity
. Seller agrees that, in the event
that, as of December 15, 2009 (the “Measurement
Date”), the Value of Seller’s Common Stock (as defined
below) is less than $0.43 per share, Seller shall promptly deliver
to Gerber an amount equal to the Shortfall (as defined below). The
Shortfall shall mean the excess of $0.43 over the Value of
Seller’s Common Stock multiplied by 883,721, and the Value of
Seller’s Common Stock shall be the average publicly traded
price (on the over the counter bulletin board (OTC)) for the ten
business days ending December 15, 2009. Notwithstanding the
foregoing or
