AMENDMENT No.1 TO OPTION AGREEMENT
AMENDMENT
No.1 TO
This
AMENDMENT No.1 (this “Amendment”), dated as of
December 31, 2010, amends the OPTION AGREEMENT, effective as of November 30,
2010 (the “Agreement”),
between N.C.G.A. Project Acquisition Corp., a corporation incorporated and
existing under the laws of the Cayman Islands (the “Acquisition Corp.”), and
Universal Gold Mining Corp., a company incorporated and existing under the laws
of Nevada (“Universal
Gold”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the
Agreement.
WHEREAS,
Acquisition Corp. is entering into an Amendment No. 1, dated as of the date
hereof, to the SPA, a copy of which is attached hereto as Exhibit A (the “SPA Amendment”);
and
WHEREAS,
Acquisition Corp. and Universal Gold desire to harmonize the terms of Universal
Gold’s option under the Agreement with the terms of Acquisition Corp.’s
acquisition of Management as contemplated in the SPA, as amended.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:
a) Consent to SPA
Amendment. Universal Gold hereby consents to the proposed SPA
Amendment.
b) Amendment of Option.
All references to the SPA (and any provisions thereof) in the Agreement shall be
deemed to be references to the SPA as amended by the SPA Amendment.
c) Universal Gold’s Additional
Payment Obligations. Upon the execution and delivery of the
Amendment, Universal Gold shall pay to Acquisition Corp, or to Sellers on behalf
of Acquisition Corp., $125,000 in immediately available
funds. Furthermore, upon the Closing, Universal Gold shall pay to
Acquisition Corp., or to Sellers or as they may direct on behalf of Acquisition
Corp., an additional extension fee of $125,000.
d) Miscellaneous. Except
as expressly modified by this Amendment, all of the terms and conditions of the
Agreement shall remain in full force and effect. This Amendment shall
be governed by and construed under the laws of the State of New York without regard to
conflicts of laws principles. Headings used herein are for
convenience only and shall not in any way affect the construction of, or be
taken into consideration in interpreting, this Amendment. Any provision of this
Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. No amendment, modification, waiver, termination or
discharge of any provision of this Amendment shall in any event be effective
unless the same shall be in writing and signed by the parties
hereto. This Amendment shall be binding upon, inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns; provided, that Acquisition Corp. may not assign any of its
rights or obligations hereunder without the prior written consent of Universal
Gold.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective duly authorized officers.
N.C.G.A.
PROJECT ACQUISITION CORP.
By:
Gottbetter & Partners, LLP, in Trust, as Sole Shareholder
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By:
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/s/
Xxxx X. Xxxxxxxxxx
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Name:
Xxxx X. Xxxxxxxxxx
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Title: Partner
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By:
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/s/
Xxxxx Xxxxx
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Name: Xxxxx
Xxxxx
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Title:
Interim Chief Financial Officer and Assistant Secretary
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