AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT Dated as of April 27, 2007 between CYBERFUND, INC. and ROK ENTERTAINMENT GROUP LIMITED
AMENDMENT
NO. 1 TO THE
Dated
as
of April 27, 2007
between
and
ROK
ENTERTAINMENT GROUP LIMITED
The
Share
Exchange Agreement (the “Agreement”) dated as of April 27, 2007, between
CYBERFUND, INC., a corporation organized under the laws of the State of Oklahoma
(“Cyberfund” or “the Corporation”), and ROK ENTERTAINMENT GROUP LIMITED, a
corporation organized under the laws of England and Wales (“ROK” or “the
Company”), is hereby amended this 10th
day of
July, 2007 as follows:
W
I T N E
S S E T H:
WHEREAS,
CYBERFUND and ROK, by Agreement dated April 27, 2007, have entered into a
tax-free transaction under Section 368(a) of the United States Internal Revenue
Code of 1986, as amended, pursuant to which the CYBERFUND will issue to the
shareholders of ROK, upon the terms and conditions set forth in said Agreement,
57,000,000 shares of its common stock, USD $0.001 par value (the “Shares”) in
exchange for all of the outstanding shares of capital stock of ROK (or such
proportionate number of Shares as shall be issuable if less than all of the
capital stock of ROK is tendered), and which Shares shall include such number
of
Shares as shall be required to be sold by the Corporation to raise US$20,000,000
in equity financing for the Corporation; and
WHEREAS,
XXXXXXXX XXXXXXXX, XXXXXXXX XXXXXXXXX, and XXXXX XXXXXXX hereby and through
this
Amendment agree to ratify the Agreement, subject to the consent of the
shareholders of ROK, and to recommend the exchange of shares in accordance
with
the terms of the Agreement; and
WHEREAS,
in reliance upon the representations made herein Xxxxxx Holdings SA has agreed
to make an initial purchase of Shares in accordance with the terms of its
Share
Purchase Agreement dated June 5, 2007;
NOW
THEREFORE, for the consideration herein stated and in further consideration
of
the premises and the mutual agreements, covenants and provisions herein
contained, the parties hereto agree as follows:
1. Amendment.
(a) Section
6
(iii) of the Agreement is amended to read: “The Company shall have obtained and
delivered to CYBERFUND the consent attached to this Amendment duly executed
by
Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxxx, and Xxxxx Xxxxxxx to the exchange
of
shares as set forth in the Agreement, and that the Company and the additional
parties to this Amendment agree that the percentage of shares of ROK required
to
be voted in favor of ratification of the Agreement shall be the minimum
percentage of shares required by the laws and regulations of England and
Wales
to effectuate the closing of the transaction.”
2. Purchase
of Shares.
(a) CYBERFUND
hereby agrees to sell to Xxxxxx Holdings SA a total of 285,715 Shares for
aggregate consideration of US$1,000,000, which purchase shall be a portion
of,
and in accordance with, the terms of the Share Purchase Agreement executed
on
June 5, 2007 between CYBERFUND and Xxxxxx Holdings SA, and which number of
Shares shall be deducted from the total of 57,000,000 Shares issuable to
the
shareholder of ROK at the time of Closing, in accordance with the terms of
the
Agreements.
3. Waiver
or Modification of Agreement.
This
Amendment to the Agreement, and the consents attached hereto, are made in
accordance with the provisions of Section 9 of the Agreement. No provision
of
this Agreement, as hereby amended, may be further amended, waived or otherwise
modified except by an instrument in writing signed by CYBERFUND and ROK;
provided, however, that any party hereto which is entitled to the benefits
of
this Agreement may, and has the right to, waive or modify in writing any
term or
condition hereof for his or its benefit at any time on or prior to the Closing
Date.
4. Governing
Law.
This
Agreement, as hereby amended, shall be governed by and construed in accordance
with the law of the State of New York, and the Supreme Court of the State
of New
York in and for the County of New York or the United States District Court
for
the Southern District of New York shall be the exclusive venue for any dispute,
action or proceeding arising from this Agreement.
SIGNATURES
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the
day and year first above written.
| CYBERFUND, INC. | ||
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|
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| By: | /s/ Xxxx X. Xxxxx | |
|
Xxxx X. Xxxxx - |
||
| Chairman and CEO | ||
| ROK ENTERTAINMENT GROUP LIMITED | ||
| |
|
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| By: | /s/ Xxxxxxxx Xxxxxxxx | |
|
Xxxxxxxx Xxxxxxxx - |
||
| Chairman | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
|
Xxxxxxxx Xxxxxxxxx - |
||
| CEO | ||
PERSONAL
CONSENT AND RATIFICATION OF OFFICERS AND DIRECTORS:
The
undersigned Directors, Officers and Shareholders of ROK Entertainment Group
Limited, hereby personally ratify and consent to the Share Exchange Agreement,
subject to the consent of the shareholders of ROK, and this Amendment No.
1
thereto, and hereby agree to recommend to the shareholders of ROK the
ratification of the Agreement as required by Section 6(iii)
thereto:
|
/s/
Xxxxxxxx Xxxxxxxx
|
Dated:
|
11/07/07
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XXXXXXXX
XXXXXXXX
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/s/Xxxxxxxx
Xxxxxxxxx
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Dated:
|
11/07/07
|
||
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XXXXXXXX
XXXXXXXXX
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Dated:
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|||
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XXXXX
XXXXXXX
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