Amendment to Share Purchase Agreement between Bitemark MC Limited, Cloud Channel Limited, and RTG Ventures Inc.
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Summary
This amendment updates the terms of a Share Purchase Agreement originally signed on March 26, 2010, between Bitemark MC Limited and Cloud Channel Limited, with involvement from RTG Ventures Inc. The amendment clarifies how the valuation of the company and the allocation of Convertible Preferred Shares of RTG Ventures Inc. will be determined based on the company's financial results as of March 31, 2011. It also specifies the process for converting these shares and distributing them to shareholders. The closing will occur when consolidated financial statements are filed with the SEC.
EX-10.5 3 ex10-5.htm ex10-5.htm
EXHIBIT 10.5
Cloud Channel Limited
AMENDMENT TO SHARE PURCHASE AGREEMENT
7 July 2010
We, the undersigned agree to the following amendments to the Share Purchase Agreement, signed on 26 March 2010 between Bitemark MC Limited and Cloud Channel Limited.
| 1. | Shares to be purchased, price to be paid and option |
| 1.2 | The Company has forecast net profit for the 12 months ending 30 March 2011, from which a notional valuation has been calculated (see Appendix 4). The Company will be allocated Convertible Preferred Shares of RTG Ventures Inc (“RTGV”), a US public company with offices at David Price, Esq.,1915 Eye Street NW, 5th Floor, Washington, DC 20006185 which will be held by RTGV's transfer agent. The Company will be revalued, applying the same formula as the notional valuation using the Company's results as at March 31, 2011 (the "Final Valuation"). The conversion price (the "Conversion Price") will be calculated by averaging the share price for the 30 days preceding conversion and the Conversion Price will be divided into the Final Valuation to obtain the number of Common shares to be issues to the shareholders of the Company, subject to the limitations in Appendix 4. RTGV's transfer agent will transfer the Common shares to the Company's shareholders on a pro rata basis according to the schedule in Appendix 5. |
| 3. | Closing |
| | The Closing will take place simultaneously with the filing of the 8/K presenting consolidated balance sheets to the market. |
| For Cloud Channel Limited | For RTG Ventures Inc. |
| ........................................................................... | ........................................................................... |
| Dominic Hawes-Fairley | Linda Perry |
Agreed by the Directors of the Stylar Limited on 6th July 2010
...........................................................................
Nichola Fairley, Director, Bitemark MC Limited
