AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT DATED AS OF NOVEMBER 12, 2007 between CYBERFUND, INC. and ROK ENTERTAINMENT GROUP LIMITED
AMENDMENT
NO. 2 TO THE
DATED
AS OF NOVEMBER 12, 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 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 12th day of November, 2007 as follows:
W
I T N E S S E T H:
WHEREAS,
CYBERFUND and ROK, by Agreement dated April 27, 2007, and Amendment No. 1
dated
July 10, 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,
in reliance upon the representations made herein Pacific International
Management, or its nominees, has agreed to purchase from CYBERFUND an 8%
Convertible Term Promissory Note in the principal amount of
US$2,000,000;
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:
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1. Issuance
of Debt; Warrants.
(a) CYBERFUND
hereby agrees to sell to Pacific International Management or its nominee
an 8%
Convertible Term Promissory Note in the principal amount US$2,000,000, which
Note shall be in the form attached hereto as Exhibit “A”. The
Maturity Date shall be the earlier of (i) six months from the date of issuance,
or (ii) the completion of US$5,000,000 funding by the Company. Interest from
the
date of issuance shall be accrued and payable upon maturity.
The
Note will be convertible at the Holder’s option in whole or in part at any time
prior to maturity at the rate of $7.00 per Share. The gross proceeds will
be
reduced by fees and expenses due and payable by wire transfer immediately
upon
receipt of good funds pursuant to that certain Financial Advisory Agreement
contained in the Agreement.
(b) As
additional consideration for said Note, CYBERFUND shall issue to
Pacific
International Management
or its nominee 250,000 Common Stock Purchase Warrants, which shall be
exercisable for a period of one year from the date of issuance at a price
of
US$12.00 per Share.
(c) Shares
of CYBERFUND which may be issuable upon conversion of the Note or exercise
of
the Common Stock Purchase Warrants shall be considered to be part of the
Shares
reserved for issuance pursuant to the Agreement.
2.
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.
3.
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.
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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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| By: | /s/ Xxxx X. Xxxxx | |
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Name: Xxxx X. Xxxxx - Chairman and CEO |
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| ROK ENTERTAINMENT GROUP LTD. | ||
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| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
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Name: Xxxxxxxx Xxxxxxxxx - CEO |
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