NETFABRIC HOLDINGS, INC.
February 13, 2006
To The UCA Shareholders Listed Below (the "UCA Shareholders"):
Re: Amendment of The Share Exchange Agreement
This letter Agreement (the "Amendment") sets forth the terms and conditions
relating to the amendment of the Share Exchange Agreement (the "Agreement") by
and among NetFabric, Inc., a Delaware corporation (the "Company"), UCA Services,
Inc. and the UCA Shareholders, dated May 20, 2005 with regard to an adjustment
of the consideration in the Share Exchange Agreement.
1. A dispute has arisen with regard to the Company's satisfaction of
the covenant regarding the raising of additional equity financing.
2. The Company, UCA Services, Inc. and each of the UCA Shareholders
hereby agrees to amend the Agreement as a price adjustment to issue to the UCA
Shareholders an aggregate of 9 million shares to be divided as set forth below.
3. Each UCA Shareholder, separately and only with respect to
themselves, represents and warrants to the Company that:
3.1 The UCA Shareholder has the full power and authority to enter into
this Amendment and to acquire the Shares, and that the UCA Shareholder's
execution, delivery and performance under this Amendment has been duly
authorized by all necessary action. This Amendment constitutes the valid and
binding obligations of the UCA Shareholder, enforceable against it in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, securities or other laws or
policies relating to or affecting creditors' rights or the enforcement of
indemnification obligations or by general principles of equity.
3.2 The UCA Shareholder understands that the Shares are being offered
and sold pursuant to an exemption from registration contained in the Securities
Act of 1933, as amended (the "Securities Act"), based in part upon the UCA
Shareholder's representations contained in the Amendment, including, without
limitation, that the UCA Shareholder is an "accredited investor" within the
meaning of Regulation D under the Securities Act. Each UCA Shareholder is
acquiring the Shares for such UCA Shareholder's own account for investment
purposes only, and not as a nominee or agent and not with a view towards or for
resale in connection with their distribution. The UCA Shareholder represents
that it has the capacity to evaluate the merits and risks of its investment in
the Shares and to protect its own interests in connection with the transactions
contemplated in this Amendment.
3.3 The Shares are restricted securities and the certificates to be
issued to the UCA Shareholders representing such Shares shall bear a restrictive
legend. Accordingly, the UCA Shareholder must bear the economic risk of this
investment until the Shares are sold pursuant to: (i) an effective registration
statement under the Securities Act; or (ii) an exemption from registration is
available with respect to such sale.
4. The Company represents and warrants that it has the full power and
authority to enter into this Amendment and to transfer the Shares, and that
▇▇▇▇▇▇▇▇'▇ execution, delivery and performance under this Amendment has been
duly authorized by all necessary action. This Amendment constitutes the valid
and binding obligations of the Company, enforceable against it in accordance
with its respective terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, securities or
other laws or policies relating to or affecting creditors' rights or the
enforcement of indemnification obligations or by general principles of equity.
5. This Amendment with attachment sets forth the entire agreement
between the parties hereto as to the subject matter herein, and cannot be
amended, modified or terminated except by an agreement in writing executed by
the parties hereto. In the event that any provision of this Amendment is
invalid, illegal or unenforceable, the remainder of hereof shall be construed
without taking into effect such invalid, illegal or unenforceable provision.
This Amendment shall be governed by the laws of the State of New Jersey without
regard to the principles of the conflicts of laws. This Amendment may be
executed in several counterparts or by separate instruments and by facsimile
transmission, and all of such counterparts and instruments shall constitute one
agreement, binding on all of the parties hereto.
Please signify your agreement to the foregoing by executing and returning
the duplicate of this letter by fax to ▇▇▇▇▇▇▇▇. You may retain the original for
your files.
Very truly yours,
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CEO
UCA Services, Inc.
By:_______________________________
Name:
Title:
AGREED TO AND ACCEPTED THIS
_____ DAY OF FEBRUARY 2006
UCA Shareholder: ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
(sign)
Number of Shares:3,600,000
UCA Shareholder: ▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------
(sign)
Number of Shares:1,800,000
UCA Shareholder: ▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
-------------------------------
(sign)
Number of Shares:3,600,000
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT ▇▇▇▇▇▇
▇▇▇▇ (being referred to herein as "RELEASOR"), for good and valuable
consideration, releases and discharges NetFabric Holdings, Inc. (the "RELEASEE")
and RELEASEE'S officers, directors, stockholders, employees, agents,
administrators, successors and assigns (collectively, the "RELEASEES") from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extent,
executions, claims, and demands whatsoever, in law, admiralty, or equity, which
against RELEASEES, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any claims that were asserted or could have been
asserted by the RELEASOR in connection with the RELEASEES' failure to satisfy
the requirement of Share Exchange Agreement, by and among RELEASOR and RELEASEE
and others, relating to the raising of an equity financing of $5 million.
Whenever the text hereof requires, the use of singular number shall include
the appropriate plural number as the text of the within instrument may require.
This RELEASE may not be changed orally.
In witness whereof, the RELEASORS have hereunto set their hand and seal on
the __ day of February, 2006.
Print Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------
(sign): _______________________
State of _________ )
) ss:
County of ________ )
On ____________, 2006, before me personally came ▇▇▇▇▇▇ ▇▇▇▇, to me known,
who being duly sworn, did depose and say that he resides in
___________________________
---------------------------------
Notary Public
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT ▇▇▇▇▇
▇▇▇▇ (being referred to herein as "RELEASOR"), for good and valuable
consideration, releases and discharges NetFabric Holdings, Inc. (the "RELEASEE")
and RELEASEE'S officers, directors, stockholders, employees, agents,
administrators, successors and assigns (collectively, the "RELEASEES") from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extent,
executions, claims, and demands whatsoever, in law, admiralty, or equity, which
against RELEASEES, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any claims that were asserted or could have been
asserted by the RELEASOR in connection with the RELEASEES' failure to satisfy
the requirement of the Share Exchange Agreement, by and among RELEASOR and
RELEASEE and others, relating to the raising of an equity financing of $5
million.
Whenever the text hereof requires, the use of singular number shall include
the appropriate plural number as the text of the within instrument may require.
This RELEASE may not be changed orally.
In witness whereof, the RELEASORS have hereunto set their hand and seal on
the __ day of February, 2006.
Print Name: /s/ ▇▇▇▇▇ ▇▇▇▇
---------------
(sign):__________________
State of _________ )
) ss:
County of ________ )
On ____________, 2006, before me personally came ▇▇▇▇▇ ▇▇▇▇, to me known,
who being duly sworn, did depose and say that he resides in
___________________________
---------------------------------
Notary Public
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT ▇▇▇▇
▇▇▇▇ (being referred to herein as "RELEASOR"), for good and valuable
consideration, releases and discharges NetFabric Holdings, Inc. (the "RELEASEE")
and RELEASEE'S officers, directors, stockholders, employees, agents,
administrators, successors and assigns (collectively, the "RELEASEES") from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extent,
executions, claims, and demands whatsoever, in law, admiralty, or equity, which
against RELEASEES, RELEASOR, ever had, now have or hereafter can, shall or may,
have for, upon, or by reason of any claims that were asserted or could have been
asserted by the RELEASOR in connection with the RELEASEES' failure to satisfy
the requirement of the Share Exchange Agreement, by and among RELEASOR and
RELEASEE and others, relating to the raising of an equity financing of $5
million.
Whenever the text hereof requires, the use of singular number shall include
the appropriate plural number as the text of the within instrument may require.
This RELEASE may not be changed orally.
In witness whereof, the RELEASORS have hereunto set their hand and seal on
the __ day of February, 2006.
Print Name: /s/ ▇▇▇▇ ▇▇▇▇
-------------
(sign):_______________
State of _________ )
) ss:
County of ________ )
On ____________, 2006, before me personally came ▇▇▇▇ ▇▇▇▇, to me known,
who being duly sworn, did depose and say that he resides in
---------------------------------
Notary Public
