AMENDMENT
EXHIBIT
2.2
AMENDMENT
THIS
AMENDMENT (this “Amendment”) is made to that certain Agreement and Plan Of
Merger And Reorganization as of the 20th day of April, 2009 (the
“Agreement”), by and among Jamaica Xxx., Inc., a Nevada corporation (“Parent”);
MCC Acquisition Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of
Parent (“Merger Sub”); and myContactCard, Inc., a Nevada corporation (the
“Company”) (collectively, the “Parties”). Certain capitalized terms used in this
are defined in the Agreement
WHEREAS,
the Parties wish to amend the Agreement regarding the capitalization of the
Company.
THEREFORE,
in consideration of the foregoing, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto and their respective heirs,
executors, administrators, successors and assigns agree as follows:
1. It
is hereby agree by the Parties, that Section 2.3(a) is hereby deleted and
replaced as follows:
2.3
Capitalization, Etc.
(a) The
authorized capital stock of the Company consists of 20,000,000 shares of Company
Common Stock, of which 9,734,999 shares have been issued and are outstanding as
of the date of this Agreement, and 2,000,000 shares of Company preferred stock
of which no shares have been issued as of the date of this Agreement. The
Company does not hold any shares of its capital stock in its treasury. All of
the outstanding shares of Company Common Stock have been duly authorized and
validly issued, and are fully paid and non-assessable. None of the outstanding
shares of Company Common Stock is entitled or subject to any preemptive right,
right of participation, right of maintenance or any similar right; (ii) none of
the outstanding shares of Company Common Stock is subject to any right of first
refusal or similar right in favor of the Company or any other Person; and (iii)
there is no Company contract relating to the voting or registration of, or
restricting any Person from purchasing, selling, pledging or otherwise disposing
of (or granting any option or similar right with respect to), any shares of
Company Common Stock. None of the Company is under any obligation, or is bound
by any contract pursuant to which it may become obligated, to repurchase, redeem
or otherwise acquire any outstanding shares of Company Common Stock or any other
securities.
2. The
Parties agree and acknowledge that all terms and conditions of the Agreement not
modified herein remain in full force and effect.
3. This
Addendum may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.
May 28,
2009
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JAMAICA
XXX, INC.
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By:
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/s/
Xxxxx Xxxxxxxxx
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Name:
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Xxxxx
Xxxxxxxxx
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Title:
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Director
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MCC
ACQUISITION SUB, INC.
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By:
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/s/
Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxxx
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Title:
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Majority
Shareholder
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MYCONTACTCARD,
INC.
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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President
and Chief Executive Officer
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