Exhibit 10.5


 





FIRST AMENDMENT TO


RETENTION BONUS AGREEMENT


AND NOTICE OF ELECTION


 


THIS FIRST AMENDMENT TO RETENTION BONUS
AGREEMENT AND NOTICE OF ELECTION (the “Amendment and Election”) is made and entered into as of January 31, 2012, by
and between Lenco Mobile Inc., a Delaware corporation (“Lenco”), iLoop Mobile, Inc., a Delaware corporation (“iLoop”),
and ______________________, an individual (“Recipient”). Lenco and iLoop are sometimes collectively referred to herein
as the “Company.”


RECITALS


WHEREAS, the parties previously entered
into that certain Retention Bonus Agreement in connection with the business combination among Lenco, iLoop and a wholly owned subsidiary
of Lenco (the “Agreement”);


WHEREAS, the parties now desire to amend
the Agreement to reflect certain revised terms thereto; and


WHEREAS, Recipient wishes to make an
election with respect to certain compensation to become due to him under the Agreement.


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


1.Section 3.3 of the Agreement is
hereby amended and restated in its entirety as follows:


“3.3 Failure to Make Timely Payment. If Company
fails to make timely payment of any amount due under Section 3.2, then in addition to any remedies Recipient may have under this
Agreement or at law, simple interest shall accrue on such unpaid amount at 6% per annum beginning on the payment due date of such
amount and ending when paid in full. Interest shall be paid to the Recipient quarterly.”


2.Pursuant to Section 3.4.2 of the
Agreement, Recipient hereby elects to subscribe for a number of shares of Lenco’s Series A Convertible Preferred Stock (the
“Shares”) having a value, as of the date of this Amendment and Election, equal to the aggregate amount of payables
set forth in Section 3.2.4 of the Agreement. Upon issuance of the Shares, the corresponding amount of payables set forth in Section
3.2.4 will be cancelled. The Shares shall be issued concurrently with the execution of this Amendment and Election, and shall be
subject to the following terms and conditions:


(a)Restriction on Transfer.
In addition to any other limitation on transfer created by applicable securities laws, Recipient shall not assign, encumber or
dispose of any interest in the Shares while the Shares are subject to the Company’s Forfeiture Right (as defined below),
except in compliance with the provisions below. After any Shares have been released from the Forfeiture Right, Recipient shall
not assign, encumber or dispose of any interest in such Shares except in compliance with applicable securities laws.




    	 



    	 



    

 


(b)Forfeiture Right.


(i)In the event of the voluntary
or involuntary termination of Recipient’s service as an employee of the Company for any reason (including death or disability),
the Company shall upon the date of such termination (the “Termination Date”) have an irrevocable, exclusive right (the
“Forfeiture Right”) to require forfeiture of the Shares held by Recipient as of the Termination Date for which the
Forfeiture Right has not expired.


(ii)The Forfeiture Right shall be
exercised by the Company by written notice at any time following the Termination Date to Recipient or Recipient’s executor.
Upon delivery of such notice, the Shares shall become authorized but unissued capital stock of Lenco, without further action by
Recipient.


(iii)All of the Shares shall initially
be subject to the Forfeiture Right. All of the Shares shall be released from the Forfeiture Right on the date that is one (1) year
after the date of the Agreement.


(c)Assignment and Transfer.
The Forfeiture Right may be assigned by the Company in whole or in part. Until the Shares have been released from the Company’s
Forfeiture Right, the Shares may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law
or otherwise) other than by will, by the applicable laws of descent and distribution or pursuant to any qualified domestic relations
order, and shall not be subject to execution, attachment or similar process without the prior written consent of the Company. Any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Shares or of any right or privilege conferred by this
Amendment and Election contrary to the provisions of this Amendment and Election or upon the sale or levy or any attachment or
similar process upon the rights and privileges conferred by this Amendment and Election, shall be null and void.


(d)Restrictions Binding on Transferees.
All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this
Amendment and Election, including, insofar as applicable, the Forfeiture Right.


(e)Upon the release of the Shares from
the Forfeiture Right, Recipient may, at his sole discretion, (i) elect to pay all U.S. federal income taxes resulting from such
release or (ii) require Lenco or iLoop to pay directly to the U.S. Internal Revenue Service (to the extent they are not already
required to do so) an amount equal to any U.S. federal income taxes resulting from such release. In the case of alternative (ii),
Lenco or iLoop shall withhold that number of Shares with a fair market value (as determined in good faith by the relevant Board
of Directors) equivalent to the amount of such taxes.




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IN WITNESS WHEREOF, the parties hereto
have caused this First Amendment to Retention Bonus Agreement and Notice of Election to be executed, effective as of the date first
written above.


 


	 	Lenco Mobile Inc.	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	Michael Levinsohn	 
	 	Title: 	Chairman	 


 


 


	 	iLoop Mobile, Inc.	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	Matthew Harris	 
	 	Title: 	Chief Executive Officer 	 


 


 


	 	Recipient	 
	 	 	 	 
	 	By: 	 	 
	 	 	 	 
	 	: 	 	 


 


 






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