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EXHIBIT 4.7a
AMENDMENT NO. 1
TO THE
ESCROW AGREEMENT
This AMENDMENT NO. 1 TO THE ESCROW AGREEMENT (the "Escrow Agreement"),
dated as of March 31, 1998, is made as of May 27, 1998 by and among SUPERSHUTTLE
INTERNATIONAL, INC., a Delaware corporation ("SuperShuttle"); SOUTHERN SHUTTLE
SERVICES, INC., a Florida corporation ("Southern"); AAA WHEELCHAIR WAGON
SERVICES, INC., a Florida corporation ("AAA"); WHEELCHAIR AMBULANCE OF
HOLLYWOOD, INC., a Florida corporation ("Wheelchair Ambulance"); LIMOUSINES OF
SOUTH FLORIDA, INC., a Florida corporation ("LSF"); A1A SNOWBIRD LEASING, INC.,
a Florida corporation ("Snowbird"); ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (the "Shareholders"); and Akerman, Senterfitt & ▇▇▇▇▇▇, P.A. (the
"Escrow Agent").
Section 2(a)(i) of the Escrow Agreement is hereby amended and restated
in its entirety as follows:
(i) to the Sellers, in accordance with Schedule A hereof, upon the
occurrence of any one of the following events (collectively the
"Recission Events"): (i) if SuperShuttle does not file a registration
statement for an initial public offering on Form S-1 with the
Securities and Exchange Commission (the "SEC") by June 8, 1998 to
register for sale shares of SuperShuttle Common Stock (the "S-1"); (ii)
if the SEC does not declare such registration statement effective by
July 31, 1998; (iii) if the underwritten initial registration statement
for an initial public offering on a firm commitment basis does not
close by August 10, 1998, providing a per share offering price to the
public of at least $6.50; or (iv) if Southern fails to obtain the
written approval, acceptable to SuperShuttle, of the Aviation
Department of Dade County to the change in ownership of Southern to
SuperShuttle prior to the effective date of the S-1;
and the following shall be added to the Escrow Agreement as Section 2(c):
(c) The Sellers' Shares and/or the SuperShuttle Shares shall be released by
the Escrow Agent only upon written notice by the parties hereto (except
the Escrow Agent) of the fulfillment or nonfulfillment of the
conditions set forth in this Section 2.
IN WITNESS WHEREOF, SuperShuttle, Southern AAA, Wheelchair Ambulance, LSF,
Snowbird, the Shareholders and Escrow Agent have caused this Amendment No. 1 to
be executed on the date first written above by their respective officers
thereunder duly authorized.
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SUPERSHUTTLE INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer
AAA WHEELCHAIR WAGON SERVICES,
INC., a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
WHEELCHAIR AMBULANCE OF
HOLLYWOOD, INC., a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
LIMOUSINES OF SOUTH FLORIDA, INC.,
a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
A1A SNOWBIRD LEASING, INC.,
a Florida corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
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SHAREHOLDERS
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
AKERMAN, SENTERFITT & ▇▇▇▇▇▇, P.A.
By: /s/ ▇. ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Shareholder - for the Firm
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SOUTHERN SHUTTLE SERVICES, INC.,
a Florida corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, President