FIRST AMENDMENT TO MEMBERSHIP INTEREST AND SHARE EXCHANGE AGREEMENT

FIRST AMENDMENT TO

MEMBERSHIP INTEREST AND SHARE EXCHANGE AGREEMENT

THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST AND SHARE EXCHANGE AGREEMENT (this “Amendment”) is made as of March 5, 2012 (the “Effective Date”), by and between GREEN GLOBAL INVESTMENTS, INC., a Florida corporation (“GGI”), XXXXX XXX XXX XXXX (“Xxxx”), THE XXXXX XXXX FAMILY TRUST (“Xxxx Trust”), COMMERCENTERS, LLC, a Florida limited liability company (“Comcen”) and the individuals and entities listed on Exhibit “A” attached hereto (each individually a “Member” and together the “Members”).

WHEREAS, the parties hereto entered into that certain Membership Interest and Share Exchange Agreement dated as of March 5, 2012 (the “Agreement”); and

WHEREAS, the Agreement contained a scrivener’s error in reciting the price and value of the Shares (as defined in the Agreement) and Units (as defined in the Agreement) (the “Error”); and

WHEREAS, the parties desire to enter into this Amendment to correct the Error;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

Correction of Error.  Notwithstanding anything to the contrary in the Agreement, the price and value of the Shares and Units as of the Effective Date is deemed to be $.0125.

2.

Amendment and Restatement of Section 4 of the Agreement.  Section 4 of the Agreement is hereby amended and restated in its entirety to read as follows:

“4.

Value of Shares and Units.  The parties hereto hereby declare that, to the best of their knowledge, information and belief, upon the Effective Date the Units and Shares are of equal value, that is to say $0.0125.”

3.

Amendment and Restatement of Section 14 of the Agreement.  Section 14 of the Agreement is hereby amended and restated in its entirety to read as follows:

“14.

Transfer of Shares by Xxxx Trust.  Concurrently with the Closing, Xxxx Trust shall assign, transfer and pledge to Xxxx all of the Shares in GGI that Xxxx Trust owns, in exchange for a payment made to Xxxx Trust by Xxxx in the amount of $0.0125 per Share transferred to Xxxx.  As a result of such transfer, and as a result of the Transaction and all other transactions contemplated by this Agreement, the ownership structure of GGI immediately following the Closing shall be as set forth on Exhibit “D” attached hereto.”

4.

Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and to each of their permitted successors and assigns.

5.

Severability.  In the event that any one or more provisions of this Amendment shall for any reason be held to be invalid, illegal or unenforceable, any such invalid, illegal or unenforceable provision shall be treated as modified to the least extent necessary to rectify its invalidity, illegality or unenforceability, and shall be enforced as so modified.  If no feasible modification shall save such provision, it will be severed from the remainder of this Amendment, as appropriate.  The remaining provisions of this Amendment t shall be unimpaired, and remain in full force and effect.

6.

Headings.  The headings in this Amendment are for the purpose of convenience only.  They are not intended to be a material part of this Amendment, and in the event of any conflict between the heading and the text, the text shall govern.

7.

Governing Law.  This Amendment shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflicts of law provisions.  The parties agree to, and do hereby, submit to the exclusive jurisdiction of the state or federal courts of competent jurisdiction sitting in the State of Florida to hear and resolve disputes arising out of, or related to this Amendment, and agree that the exclusive venue for all such actions shall be in Orange County, Florida.

8.

Entire Agreement.  This Amendment, together with the Agreement, contains the entire agreement between the parties as to the subject matter hereof.  This Amendment, together with the Agreement, supersedes all prior oral and written agreements between the parties with respect to the subject matter hereof.  This Amendment may not be modified or amended except in a writing signed by an authorized representative of each party.

9.

Waiver.  The failure of any party to enforce at any time any of the provisions of this Amendment, or to require at any time performance of any of the provisions hereof, shall in no way affect the full right to require such performance at any time thereafter.  No waiver shall be deemed a waiver of any other breach, or any other term or condition hereof.

10.

Counterparts; Electronic Signatures.  This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures to this Amendment may be exchanged by electronic means and shall have the same legal effect as the exchange of original signatures.

[Signatures appear on the following page]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.

GGI:			COMCEN:
GREEN GLOBAL INVESTMENTS, INC.,			COMMERCENTERS, LLC, a Florida
a Florida corporation			limited liability company
By:	/s/Xxxxx Xxx Xxx Xxxx		By:	/s/Xxxxxx X. Xxxxxxxxxx
	Xxxxx Xxxx, Chairman			Xxxxxx X. Xxxxxxxxxx, Chairman, Board of Managers

XXXX		XXXX TRUST:
/s/Xxxxx Xxx Xxx Xxxx		/s/Xxxxx Xxx X. Xxx
XXXXX XXX XXX XXXX		THE XXXXX XXXX FAMILY TRUST, Xxxxx Xxx X. Xxx, Trustee

MEMBERS:
R&S FIELDS LIMITED PARTNERSHIP			AWAKE, LLC
By:	/s/Xxxxxxxx X. Xxxxxx		By:	/s/Xxxxxx Xxxxxxxxx
	Xxxxxxxx X. Xxxxxx, Manager			Xxxxxx Xxxxxxxxx

/s/Xxxxxx X. Xxxxxxxxxx		/s/Xxxxxxx X. Xxxx
XXXXXX X. XXXXXXXXXX		XXXXXXX X. XXXX

/s/G. Xxxxxxx Xxxxxxxxx		/s/Xxxxxx X. Xxxxxxxx
G. XXXXXXX XXXXXXXXX		XXXXXX X. XXXXXXXX

/s/Xxxxx Xxxxxxx

XXXXX XXXXXXX