SHARE EXCHANGE AGREEMENT AMENDMENT
AMENDMENT
This AMENDMENT, dated this 30th day of June, 2014, shall replace the AMENDMENT dated June 19th, 2014. This AMENDMENT to the Share Exchange Agreement (“Agreement”) dated May 27th, 2014 hereby made and entered into this 30th day of June, 2014 between Xxxxx Marketing, Inc., a Nevada corporation with offices at 0000 Xxxx Xxxxxxxx Xxx., Xxxxx 000, Xxxx, XX 00000 (“ROCP”), Spiral, Inc., a Nevada corporation (“Spiral”), and Xxxx Xxxxxx, an individual with offices at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000 (“Xxxxxx”).
WHEREAS, Xxxxxx and ROCP wish to AMEND the Share Exchange Agreement dated and executed on May 27th, 2014.
ROCP, Spiral and Xxxxxx hereby agree to the following;
Section 1 d of the Share Purchase Agreement states; Closing is subject to ROCP having $250,000 of unencumbered working capital at closing.
Now, closing the share exchange will no longer be subject to ROCP having $250,000 of unencumbered working capital.
That subject to the approval of ROCP’s board of directors Xxxxxx will be paid cash payments of $150,000.
That ROCP will have no more than $50,000 of liabilities at closing and loans owing to Xxxxx Xxxxxxxxxx and Xxxxxx XxXxxxxxx or XxXxxxxxx’x company Tezi Advisory, Inc of no more than $120,000 at closing. Further that XxXxxxxxx and Henricsson will agree to either convert their loans to common shares at no less than a conversion rate of $0.25 or to be repaid in cash once and only once ROCP has raised an aggregate of $2,000,000.
Further agreed is that closing will take place on June 30th or July 1st, 2014 at the discretion of ROCP.
IN WITNESS WHEREOF, the parties have made this AMENDMENT as of this date, being June 19, 2014.
XXXXX MARKETING, INC.
SPIRAL, Inc.
By: /s/ Xxxxxx XxXxxxxxx
/s/ Xxxx Xxxxxx
Xxxxxx XxXxxxxxx, President
Xxxx Xxxxxx, President
By: /s/ Xxxx Xxxxxx
XXXX XXXXXX, personally
1