Amendment and Termination of Share Exchange and Acquisition Agreement between Diversified Global Holdings Group, Inc., Banyan Development LLC, and Banyan Owners (December 31, 2011)

    AMENDMENT, DATED AS OF DECEMBER 31, 2011, TO SHARE EXCHANGE AND ACQUISITION AGREEMENT, dated as of May 16, 2011 (“Acquisition Agreement”), made by and among Diversified Global Holdings Group, Inc., a Florida corporation (“DGHG”), Banyan Development LLC, a Florida limited company (“BANYAN”), and the owner(s) of BANYAN set forth on the signature pages to this Amendment (collectively, the “BANYAN Owners” or “Owners”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such term in the Acquisition Agreement.

    WHEREAS, DGHG, BANYAN and the BANYAN Owners are parties (“Party” or “Parties”) to that certain Acquisition Agreement, dated May 16, 2011;

    WHEREAS, the acquisition of BANYAN as contemplated by the Acquisition Agreement has not been completed as of December 31, 2011; and

    WHEREAS, DGHG, BANYAN and the BANYAN Owners have determined and agreed that DGHG and BANYAN shall not proceed with the acquisition of BANYAN and that the Acquisition Agreement shall be terminated; and

    WHEREAS, DGHG, BANYAN and the BANYAN Owners, in accordance with the terms and conditions of the Acquisition Agreement, hereby approve the termination of the Acquisition Agreement as set forth herein.

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and by their respective execution of this Agreement, DGHG, BANYAN and the BANYAN Owners agree that:

IN WITNESS WHEREOF, each of the parties have signed or have caused this Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first written above.