ex10-1.htm


Exhibit 10.1

AMENDMENT NO. 1 TO


 


ESCROW DEPOSIT AGREEMENT


 


THIS AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENT, dated as of May 13, 2015, is by and among Code Rebel Corporation, a Delaware corporation (the “Company”), Burnham Securities Inc., a Delaware corporation (the “Underwriter”), and Signature Bank, a New York State chartered bank (the “Escrow Agent”).


 


R E C I T A L S


 


The Company, the Underwriter and the Escrow Agent are parties to an Escrow Deposit Agreement, dated as of May 4, 2015, as amended (the “Agreement”).  Terms defined in the Agreement and used but not otherwise defined herein shall have the meanings given to them in the Agreement.


 


The Company, the Underwriter and the Escrow Agent wish to amend the Agreement as provided herein.


 


THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.           Section 1(a) of the Agreement is hereby deleted therefrom, and the following language is hereby inserted therein in lieu thereof (which includes new language underlined below):


 


The Underwriter and the Company shall instruct Subscribers to deliver to the Escrow Agent checks made payable to the order of “Signature Bank, as Escrow Agent for Code Rebel Corporation,” or funds by wire transfer to Signature Bank, ABA No. 026013576, 261 Madison Avenue, New York, New York 10016, for credit to Signature Bank, as Escrow Agent for Code Rebel Corporation, Account No. 1502549061, in each case with the name and address of the individual or entity making payment. All checks received the Underwriter from purchasers will be delivered by the recipient thereof to Signature Bank for deposit into the escrow account not later than 12:00 p.m. on the business day immediately following receipt. In the event any Subscriber’s address is not provided to Escrow Agent by the Subscriber, then the Company agrees to promptly provide Escrow Agent with such information in writing. The checks or wire transfers shall be deposited into a non-interest-bearing account at Signature Bank entitled “Code Rebel Corporation, Signature Bank, as Escrow Agent” (the “Escrow Account”).


 


2.           All other terms and conditions of the Agreement shall remain in full force and effect without modification.


 


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AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENT


 


(Signature Page)


 


This Amendment has been duly executed on the date hereinabove set forth.


 


CODE REBEL CORPORATION


 


By: /s/ Arben Kryeziu                                                                


Name: Arben Kryeziu


Title: Chief Executive Officer


 


BURNHAM SECURITIES INC.


 


By: /s/ Hugh Dunkerley                                                      


Name: Hugh Dunkerley


Title: Managing Director


 


SIGNATURE BANK


 


By: /s/ Steven Deneff                                                                


Name: Steven Deneff


Title: Vice President


 


By: /s/ Cliff Broder                                                      


Name: Cliff Broder


Title: Senior Vice President