AMENDMENT NO. 1 TO SECURITIES PURCHASE
AGREEMENT
This Amendment No. 1 to Securities
Purchase Agreement (the “Amendment”) is dated as of
September _____, 2009, between Wizzard Software Corporation, a
Colorado corporation (the “Company”), and the purchaser
identified on the signature page hereto (the
“Purchaser”). This Amendment is intended to amend
and supplement that certain Securities Purchase Agreement, dated
June 19, 2009, between the Company and the Purchaser (the
“Agreement”); unless indicated otherwise, capitalized
terms contained herein shall have the same meaning as they have in
the Agreement.
WHEREAS, under the Agreement, the
Purchaser purchased 1,200,000 Shares of the Company’s common
stock at a price of $0.50 per Share (the “Per Share Purchase
Price” as defined in Section 1.1 of the
Agreement);
WHEREAS, Section 4.15 of the Agreement
grants to the Purchaser the right to notify the Company on up to
five occasions that it intends to purchase an amount of Shares
equal to 250% in the aggregate of the amount of Shares purchased
under the Agreement, at the Per Share Purchase Price of $0.50 per
Share and on the same terms and conditions as described therein
(the “Option”);
WHEREAS, the above-reference Section 4.15
provides for the Company and the Purchaser to enter into an
agreement substantially similar to the Agreement in connection with
the exercise of the Option;
WHEREAS, the Company and the Purchaser
wish to amend the definition of “Per Share Purchase
Price” in the Agreement to $0.40 per Share;
WHEREAS, the Purchaser further wishes to
partially exercise the Option in the amount of 1,800,000 Shares at
the new Per Share Purchase Price of $0.40, for aggregate gross
proceeds of $720,000;
NOW, THEREFORE, in consideration of the
mutual covenants contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Purchaser agree as
follows:
1.
Amendment of Per Share Purchase
Price .
The definition of “Per Share
Purchase Price” in Section 1 of the Agreement is hereby
amended to read as follows:
“ Per Share Purchase Price
” equals $0.40 , subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other
similar transactions of the Common Stock that occur after the date
of this Agreement.
The parties agree that the foregoing
amendment shall apply to all shares that may be purchased upon
exercise of the Option under Section 4.15 of the Agreement, but
shall
not affect in any way the purc
