Exhibit 2.2
AMENDMENT NO.1
TO
SHARE TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT
This AMENDMENT NO. 1 TO SHARE
TRANSFER, EXCHANGE AND CONTRIBUTION AGREEMENT (this “
Amendment ”) dated August 28, 2007 is by and
among CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware
corporation (“ Parent ”), SAFESTITCH LLC, a
Virginia limited liability company (the “ Company
”) and the members of the Company (the “ Company
Members ”).
RECITALS
A. On July 25, 2007,
Parent, the Company and the Company Members entered into that
certain Share Transfer, Exchange and Contribution Agreement (the
“ Share Exchange Agreement ”).
B. The parties to the Share
Exchange Agreement now desire to amend the Share Exchange Agreement
as specified below.
All terms used, but not defined
herein, shall have the meanings ascribed to them in the Share
Exchange Agreement.
NOW THEREFORE , in
consideration of the mutual agreements herein contained and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
Section 8.1(b) of the Share
Exchange Agreement is hereby deleted in its entirety and replaced
by the following:
“by
Parent or the Company (i) if the Closing Date shall not have
occurred on or prior to September&nb
