Contract
M
LINE HOLDINGS, INC.
April 20,
2010
Money
Line Capital, Inc.
Xxxx
Xxxxxx, President
00000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Gentlemen:
This letter is an amendment to that
certain Letter of Intent dated June 30, 2009 by and between M Line Holdings,
Inc., a Nevada corporation (the “Company”), and Money Line Capital, Inc., a
California corporation (referred to herein as “MLC,” “you,” or “your”), as
amended on November 5, 2009. This amendment is necessary due to the
estimated time it will take to complete the audits of MLC and its subsidiaries,
which are necessary in order to consummate the Transaction. As a
result, we recommend the timeline for the valuation and Closing of the
Transaction be pushed back as set forth in this letter amendment.
1. Page
1, paragraph No. 1, will be restated in it’s entirely as follows:
“1. MLC
and the Company will enter into a definitive Share Exchange Agreement on or
about Friday, June 4, 2010 (the “Agreement”), and the transaction will close
(the “Closing”) on or around Wednesday, June 30, 2010.”
2. Page
1, paragraph No. 2, will be restated in it’s entirely as follows:
“2. At
the Closing, it is anticipated that MLC’s shareholders will exchange their
entire interest in MLC for a number of newly issued shares of the Company to be
determined and agreed by the parties. The particulars of the exchange
will be based on the fair market value of the Company’s common stock prior to
the date of the Closing and the value of MLC as determined by a third-party
valuation to be completed on or around Friday, May 28, 2010.”
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If this
letter amendment accurately reflects our understanding, please so indicate by
signing the original and duplicate of this letter, and returning a fully
executed copy to me, so that we can promptly commence work on the formal
documents relating to the Transaction.
Very truly yours,
M Line Holdings, Inc.,
a Nevada corporation
/s/ Xxxxxx
Xxxxx
By: Xxxxxx
Xxxxx
Its: President
Accepted
and agreed to:
Money
Line Capital, Inc.,
a
California corporation
/s/ Xxxx
Xxxxxx
By: Xxxx
Xxxxxx
Its: President
Dated:
April 20, 2010
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