AMENDMENT NO. 1 STOCK PURCHASE AND RECAPITALIZATION AGREEMENT
AMENDMENT NO.
1
This
Amendment No. 1 to the Stock Purchase and Recapitalization Agreement (the “Amendment”) is made
this 22nd day of June, 2009 by and among One Up Acquisition, Inc., a
Georgia corporation and wholly owned subsidiary of Parent ("Buyer"); Remark Enterprises, Inc., a
Nevada corporation ("Parent"); and One Up Innovations, Inc. a
Georgia corporation (the "Company") and ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, majority shareholder of the Company (“Seller”).
WHEREAS, The respective Boards
of Directors of each of the Company, Buyer and Parent, and Seller, has approved
and declared advisable this Amendment upon the terms and subject to the
conditions set forth herein.
NOW THEREFORE, for and in
consideration of the foregoing recitals, the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend the
Stock Purchase and Recapitalization Agreement (the “Agreement”) as
follows:
1. Closing. The
Closing shall take place no later than June 30, 2009.
2. Initial
Financing. The Parent shall have received fully executed
subscription agreements with respect to a common stock offering pursuant to Rule
506 of the Securities Act in the aggregate amount of at least Two Million
Dollars (US$2,000,000) (the “Proceeds”) at $0.25
per share of common stock of the Parent (the “Initial
Financing”).
3.
Except as hereinabove specifically amended, all other terms, conditions
and provisions of the Agreement shall remain in full force and
effect.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the
undersigned have executed this Stock Purchase and Recapitalization Amendment as
of the date set forth above.
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BUYER:
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ONE
UP ACQUISITION, INC.
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By:
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/s/
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President
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PARENT:
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REMARK
ENTERPRISES, INC.
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By:
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/s/
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President
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THE
COMPANY:
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ONE
UP INNOVATIONS, INC.
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By:
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/s/
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Chief
Executive Officer, President
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SELLER:
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/s/
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