AMENDMENT TO LETTER OF INTENT
AMENDMENT
TO LETTER OF INTENT
This
Amendment to Letter of Intent (the “Amendment”) is made and entered into as of
August 18, 2009 by and between Xxxxx Capital Corporation (“Xxxxx”) and UKARMA
Corporation (“UKARMA”).
All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Letter of Intent (“LOI”) entered into on June 11, 2009 by Xxxxx and
UKARMA (collectively, the “Parties”).
RECITALS
WHEREAS,
pursuant to the LOI, the Parties agreed to certain terms and conditions pursuant
to which Xxxxx will effect a “going public” transaction with UKARMA;
and
WHEREAS,
pursuant to this Amendment, the Parties agreed to amend certain terms and
conditions of the “going public” transaction.
AGREEMENT
NOW,
THEREFORE, in consideration of foregoing premises, ARTICLE ONE of the LOI is
hereby deleted in its entirety and the following ARTICLE ONE is substituted in
lieu hereof:
1. The
Transaction. UKARMA or a wholly owned subsidiary of UKARMA
will acquire all of the outstanding shares of stock of Xxxxx in exchange for the
issuance of 95.00% of the outstanding shares of common stock of UKARMA and
$275,000 cash paid at closing (the “Transaction”); provided however, that
$50,000 of the $275,000 cash fee shall be wire transferred to UKARMA as a
deposit within 5 business days after execution of this LOI, and that $25,000 of
the $275,000 cash fee shall be wired transferred to UKARMA as a progress payment
by August 31, 2009, which shall offset the balance of the $275,000 cash fee due
at the closing of the Transaction (“Closing”). The deposit
and progress payment shall be refunded to Xxxxx if UKARMA cannot or will not
close the Transaction in accordance with this LOI despite Galen’s willingness to
do so. If the Closing of the Transaction does not occur on or prior
to September 30, 2009 due to a delay on the part of Xxxxx (e.g., failure of
Xxxxx to complete its financial audit by such date), Xxxxx shall make a wire
transfer payment to UKARMA on September 30, 2009 (instead of at the Closing)of
$200,000 which shall constitute the balance of the $275,000 cash fee
.. UKARMA will, as of the date above of and at the Closing, be a SEC
reporting company with its shares publicly-traded. At Closing, UKARMA
will have no material assets or liabilities, contingent or otherwise, will be
current on all tax obligations, and will have had no material changes to its
business or financial condition. Upon the consummation of the
Transaction and through the issuance of Common Stock, Galen’s current
stockholders will, collectively, beneficially own and control 95.00% of the
total issued and outstanding common stock of UKARMA, with UKARMA’s current stock
holders retaining an aggregate ownership interest equal to 5% of the common
stock outstanding after the close of the Transaction. After the
Transaction, there will be 35.0-40.0 million shares outstanding with current
UKARMA stockholders holding 1.75-2.0 million and with Xxxxx stockholders holding
33.25-38.0 million.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Parties have executed this Amendment to be duly executed by
its representative thereunto duly authorized as of the day and year first
written above.
Xxxxx
Capital Corporation
By: /s/ Xxxxxxx X.
Danielczyk______
Name:
Xxxxxxx X. Xxxxxxxxxx
Title:
Chairman
UKARMA
Corporation
By: /s/ Xxxx
Glaser________________
Name:
Xxxx Xxxxxx
Title:
Chief Executive Officer
