FIFTH ADDENDUM TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED MARCH 20, 2008 AMONG SINGLE TOUCH SYSTEMS INC. (FORMERLY KNOWN AS HOSTING SITE NETWORK, INC.), SINGLE TOUCH ACQUISITION CORP. AND SINGLE TOUCH INTERACTIVE, INC.
EXHIBIT
2.6
FIFTH
ADDENDUM TO AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION
DATED MARCH 20, 2008 AMONG SINGLE TOUCH SYSTEMS
INC.
(FORMERLY KNOWN AS HOSTING SITE NETWORK, INC.), SINGLE TOUCH
ACQUISITION
CORP. AND SINGLE TOUCH INTERACTIVE, INC.
This
Addendum is made and entered into as of the 24th
day of
July 2008. Unless otherwise defined herein, capitalized terms used in this
Addendum shall have the meaning given to them as in the Agreement and Plan
of
Merger and Reorganization.
WHEREAS,
the Agreement provides for the issuance of up to 87,994,950 shares of Parent
Common Stock to the stockholders, optionholders, warrantholders and noteholders
of Single Touch Interactive, Inc. consisting of 41,467,517 shares to be issued
at closing to Single Touch Interactive, Inc. stockholders and 46,527,433 shares
of Parent Common Stock to be issued after Closing to Single Touch Interactive,
Inc. warrantholders and noteholders upon the exercise or conversion of their
Parent Warrants and Parent Notes; and
WHEREAS,
the parties have determined to amend the Agreement to provide for the issuance
of up to 90,994,987 shares of Parent Common Stock to the stockholders,
optionholders, warrantholders and noteholders of Single Touch Interactive,
Inc.
consisting of 42,967,554 shares of Parent Common Stock to be issued at Closing
to Single Touch Interactive, Inc. stockholders and 48,027,433 shares of Parent
Common Stock issuable after Closing to Single Touch Interactive, Inc.
warrantholders and noteholders upon the exercise or conversion of their Parent
Warrants and Parent Notes; and
NOW,
THEREFORE, in consideration of the respective covenants contained herein and
intending to be legally bound hereby, the Parties hereto agree as
follows:
1. The
Agreement is hereby amended to provide for the issuance of up to 90,990,987
shares of Parent Common Stock to the stockholders, optionholders, warrantholders
and noteholders of Single Touch Interactive, Inc. consisting of 42,967,554
shares of Parent Common Stock to be issued at Closing to Single Touch
Interactive, Inc. stockholders and 48,027,433 shares of Parent Common Stock
issuable after Closing to Single Touch Interactive, Inc. warrantholders and
noteholders upon the exercise or conversion of their Parent Warrants and Parent
Notes.
2. All
other
terms of the Agreement and Plan of Merger and Reorganization shall continue
with
full force and effect.
3. This
Addendum may be executed in any number of counterparts, each of which shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same agreement.
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IN
WITNESS WHEREOF, this Addendum has been executed by the Parties as of the date
first above written:
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PARENT:
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SINGLE
TOUCH SYSTEMS INC.
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By:
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/s/
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Name: ▇▇▇▇▇
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Title:
President
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ACQUISITION
SUBSIDIARY:
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COMPANY:
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SINGLE
TOUCH ACQUISITION CORP.
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SINGLE
TOUCH INTERACTIVE, INC.
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇
▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
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Title:
President
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Title:
Chief Executive Officer
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