Exhibit 10.2
ADDENDUM TO AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
This Agreement is made this 22nd day of May, 2009 by and between DoMark
International, Inc., a Nevada Corporation, OTCBB DOMK (the "Issuer") and Victory
Lane, LLC a Colorado Limited Liability Company (the "Company"), and the Manager
of the Company (the "Manager"). This Agreement is referred to as the "Addendum".
This Addendum hereby modifies the terms of the AGREEMENT FOR THE EXCHANGE OF
COMMON STOCK entered into between the Issuer and Victory Lane, LLC, a Colorado
Corporation and the shareholders of this Corporation dated May 13, 2009
("Original Agreement"). To the extent the terms are not modified by virtue of
this Addendum, the terms of the Original Agreement shall remain in full force
and effect.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Victory Lane, LLC is currently a Colorado Limited Liability Company
that shall, at the time of Closing, convert to a C Corporation for tax
filing purposes. Until Closing, the Company shall remain a partnership
for tax filing purposes.
2. The Terms of the Original Agreement provide for the transfer of common
stock of Issuer to the "Shareholder" of the Company. For purposes of
this Addendum and the Original Agreement, the term "Shareholder" shall
refer to Victory Lane Financial Elite, LLC, a Colorado limited
liability company.
3. The parties agree that the Company shall transfer 100 Units to Issuer
at the time of Closing and that the term "Units" shall be
interchangeable with the term "Shares" as used in the Original
Agreement.
4. Company shall pay as additional consideration for the Original
Agreement the sum of $3,157,000 payable in a promissory note at 2%
annual interest from the proceeds of new project funding or from the
proceeds of project net income over a four month period from the date
of closing of new funding.
5. The parties agree that VLFE has the sum of $7,623,471 in capital paid
into Victory Lane and that 20% of the net income of the Company up to
a maximum of $7,623,471 shall be paid to VLFE as a return of this
capital. Said return of capital shall be remitted on a quarterly basis
after the Issuer has filed its quarterly reports with the Securities
and Exchange Commission, beginning with the quarter ending 8-31-09.
6. Issuer agrees to advance funds, if necessary, to cover operational
expenses beginning July 1, 2009 until such time as financing is
obtained.
7. To the extent the Issuer is obligated to pay the "earn out" shares
referred to in Paragraph 1. ii. of the Original Agreement shall be
paid to a newly formed entity known as Victory Lane Founders, LLC.
Victory Lane Founders, LLC is an entity that is controlled by the
President of the Company. The parties agree that the stock issuance of
25 million shares pursuant to the "earn out" shall be at a minimum
price equal to the stock price as used to determine the value of the
shares transferred by Issuer as consideration for the Original
Agreement which is $1.74. To the extent the stock price is lower than
this price at the time of the "earn out" transfer, the number of
shares shall be increased accordingly. The "earn out" distribution of
stock shall be made in quarterly installments as profits are generated
by Victory Lane. The additional shares issued shall be determined by
dividing the actual quarterly net income, beginning with the quarter
ending 8-31-09, by the sum of $80 Million projected net income to
determine the percentage and then multiplying that percentage times
25,000,000 shares. The number of shares may be increased as provided
herein if an adjustment is necessary due to a reduction in the closing
share price as defined herein. Issuer reserves the right, at its sole
discretion, to pay the earn out portion in cash or stock.
8. The parties agree that the restructuring of the ownership of Victory
Lane, LLC and the implementation of Victory Lane Financial Elite, LLC
and Victory Lane Founders, LLC are for the purpose of conducting the
sale of the Company to Issuer and shall not be construed as a
violation of the representations and warranties of the Company as set
forth in the Original Agreement. In addition, the parties agree that
the language of paragraph 3.v. regarding liabilities assumed by Legacy
Development, LLC shall be modified to state that these liabilities
shall be conversions of debt into equity of Victory Lane Financial
Elite, LLC.
9. The parties agree that the term "Bylaws" as used in the Original
Agreement shall refer to the "Operating Agreement" of the Company.
10. The parties agree that the obligation of the Company to pay $100,000
on or before May 22, 2009 pursuant to paragraph 5.i.(16) shall be
modified to state as follows:
On or before May 29, 2009, the Company shall demonstrate that it
has not less than $100,000.00 unrestricted cash on hand and shall
be responsible for the June interest payment due Ambit that is
secured by the first security interest on the property owned by
the Company. Further, Company shall be responsible for other
Company overhead for the month of June, 2009. The interest
payment and overhead shall be reimbursed upon obtaining
financing.
11. The parties agree that the term "officers" and the term "directors" as
used in the Original Agreement shall be modified to include the word
"manager".
12. Issuer shall appoint Xxxxxxx Xxxxxxxx to the Board of Directors of
Issuer within 10 days of Closing.
IN WITNESS WHEREOF, the undersigned has executed this Agreement this 22nd day of
May, 2009.
Victory Lane, LLC DoMark International, Inc.
/s/ Xxxxxxx Xxxxxxxx /s/ R. Xxxxxx Xxxx
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Xxxxxxx Xxxxxxxx, Manager Its CEO
