AMENDMENT No. 2
Exhibit
2.3
AMENDMENT No.
2
THIS
AMENDMENT No. 2 (this “Amendment No. 2”) is made to that certain
Agreement and Plan Of Merger And Reorganization as of the
20th
day of April, 2009 (the “Agreement”), as amended on May 28,
2009, by and among Jamaica Xxx., Inc., a Nevada corporation (“Parent”); MCC
Acquisition Sub, Incorporated, a Nevada corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”), and myContactCard, Inc., a Nevada
corporation (the “Company”) (collectively, the “Parties”). Certain capitalized
terms used in this are defined in the Agreement
WHEREAS, the Parties wish to
re-amend the Agreement regarding the capitalization of the Company.
THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto and their respective heirs, executors,
administrators, successors and assigns agree as follows:
1. It
is hereby agree by the Parties, that Section 1.5(a) and 2.3(a) of the Agreement,
as amended, is hereby deleted and replaced as follows:
1.5
Conversion of Shares
(a) As of the date of the
Agreement, parent has 6,000,000 shares of Parent Common Stock issued and
outstanding, however at the Effective Time, Parent agrees to facilitate the
cancellation of 3,995,000 shares of Parent Common Stock, leaving 2,005,000
shares of Parent Common Stock issued and outstanding.
2.3 Capitalization,
Etc.
(a) The authorized capital
stock of the Company consists of 20,000,000 shares of Company Common Stock, of
which 9,792,999 shares have been issued and are outstanding as of the date of
this Agreement, and 2,000,000 shares of Company preferred stock of which no
shares have been issued as of the date of this Agreement. The Company does not
hold any shares of its capital stock in its treasury. All of the outstanding
shares of Company Common Stock have been duly authorized and validly issued, and
are fully paid and non-assessable. None of the outstanding shares of Company
Common Stock is entitled or subject to any preemptive right, right of
participation, right of maintenance or any similar right; (ii) none of the
outstanding shares of Company Common Stock is subject to any right of first
refusal or similar right in favor of the Company or any other Person; and
(iii) there is no Company contract relating to the voting or registration
of, or restricting any Person from purchasing, selling, pledging or otherwise
disposing of (or granting any option or similar right with respect to), any
shares of Company Common Stock. None of the Company is under any obligation, or
is bound by any contract pursuant to which it may become obligated, to
repurchase, redeem or otherwise acquire any outstanding shares of Company Common
Stock or any other securities.
2. The
Parties agree and acknowledge that all terms and conditions of the Agreement, as
amended, not modified herein remain in full force and effect.
3. This
Addendum No. 2 may be executed in one or more counterparts, each of which shall
be deemed an original but all of which together will constitute one and the same
instrument.
June 8,
2009
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JAMAICA
XXX, INC.
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Director
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MCC
ACQUISITION SUB, INC.
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By:
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/s/
Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxx
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Title:
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Majority
Shareholder
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MYCONTACTCARD,
INC.
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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President
and Chief Executive Officer
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