SEARCHCORE, INC. Newport Beach, CA 92660 December 31, 2012
EXHIBIT 10.22
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Xxxxxxxx 00, 0000
XXX BV
Xxxxxxxxxxxxx 000 XXXX,
0000 XX, Xxxxxxxxx,
Xxx Xxxxxxxxxxx
Re: Side Letter
Gentlemen:
Pursuant to that certain Agreement and Plan of Reorganization (the “Agreement”) dated as of December 11, 2012, by and among WeedMaps Media, Inc., a Nevada corporation (“WeedMaps”), and SearchCore, Inc., a Nevada corporation, the sole shareholder of WeedMaps (“SearchCore” and, together with WeedMaps, the “Selling Parties”), on the one hand, and RJM BV, a Dutch corporation (“RJM”), on the other hand, the parties hereby further agree as follows (capitalized terms used herein and not defined shall have the meaning set forth in the Agreement):
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1.
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In Section 3.1.2 of the Agreement, RJM should be referred to as in good standing under the laws of the “Netherlands” rather than the “British Virgin Isles”.
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2.
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The Closing Date shall be December 31, 2012.
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3.
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In Section 2.A. of the Note, the due date for the first payment should be January 15, “2013” rather than “2012”.
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4.
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Pursuant to Section 3.1.6 of the Agreement, the parties agree that (i) RJM may transfer the rights to exploit assets outside the U.S. to a sister company, defined as a company owned by RJM or common control parties with RJM, without first obtaining the consent of SearchCore, (ii) RJM may transfer the assets of WeedMaps to a sister company, as defined above, without first obtaining the consent of SearchCore as long as the sister company guarantees RJM’s obligations to Search Core, and (iii) in the event of either transaction as described herein, RJM will give notice to SearchCore at least two (2) business days in advance.
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Entered into and agreed as of the date set forth above.
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“RJM”
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“WeedMaps”
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RJM BV,
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WeedMaps Media, Inc.,
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a Dutch corporation
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a Nevada corporation
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| /s/ Mario Lap | /s/ Xxxxx Xxxxxxx | |
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By: Mario Lap
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By: Xxxxx Xxxxxxx
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Its: President
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Its: President
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“SearchCore”
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/s/ Xxxxxxx Xxxxxxx | |
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Xxxxxxx Xxxxxxx, an individual
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a Nevada corporation
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| /s/ Xxxxxx Xxxxxxxxx | ||
| /s/ Xxxxx Xxxxxxx |
Xxxxxx Xxxxxxxxx, an individual
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By: Xxxxx Xxxxxxx
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Its: President and Chief Executive Officer
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