Unassociated Document


    


    


    


    


    


    


    MERGER
AGREEMENT

    


    


    by
and among

    


    Galen
Capital Corporation

    a Nevada
corporation

    


    on the one hand;

    


    


    and

    


    GCC
Merger Sub Corporation,

    a Nevada
corporation,

    


    


    and

    


    uKarma
Corporation,

    a Nevada
corporation,

    


    


    on
the other hand

    


    


    October  15,
2009

    


    
      
        
        

      

      
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    MERGER
AGREEMENT

    


    This
Merger Agreement, dated as of October 15, 2009 (this “Agreement”), is made and
entered into by and among the Galen Capital Corporation, a Nevada corporation
(“GCC”), on the one hand; the GCC Merger Sub Corporation, a Nevada corporation
(the “Merger Sub”) and uKarma Corporation, a publicly traded Nevada corporation
(OTCBB:  UKMA.OB) (“uKarma”) on the other hand.

    


    RECITALS

    


    WHEREAS, the
respective Board of Directors of GCC, the Merger Sub and uKarma have adopted
resolutions approving uKarma’s acquisition of GCC through the merger of Merger
Sub with and into GCC (the “Acquisition”) upon the terms and conditions
hereinafter set forth in this Agreement;

    


    WHEREAS
pursuant to the Acquisition, among other things, and subject to the terms and
conditions of this Agreement, all of the issued and outstanding shares of
capital stock of GCC shall be converted into the right to receive shares of the
capital stock of uKarma (the “uKarma Shares”);

    


    WHEREAS,
the shareholders of GCC (the “GCC Shareholders”) have approved the Acquisition
pursuant to the terms and conditions of this Agreement;

    


    WHEREAS,
it is intended that the terms and conditions of this Agreement comply in all
respects with Section 368(a)(1)(A) and/or 368(a)(2)(E) of the Code and the
regulations corresponding thereto, so that the Acquisition shall qualify as a
tax free reorganization under the Code.

    


    NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:

    


    ARTICLE
1

    THE
ACQUISITION

    


    1.1           The
Acquisition.  At the Effective Time (as defined below) and
subject to the terms and conditions of this Agreement and the applicable
provisions of Nevada law, the Merger Sub shall be merged with and into GCC, the
separate coexistence of Merger Sub shall cease and GCC shall continue as the
surviving corporation (sometimes referred to herein as the “Surviving
Corporation”).

    


    


    


    1.2           Effective Time. The
closing of the Acquisition (the “Closing”) shall take place as promptly as
practicable on or before November  5, 2009, or on such other date as
may be mutually agreed upon by the parties.  Such date is referred to
herein as the “Closing Date.”   This Agreement may be terminated
by any party if the Closing does not occur by [December 31, 2009] provided such
terminating party is not in breach of this Agreement.  On the Closing
Date, the parties hereto shall cause the Acquisition to be consummated by filing
an Articles of Merger (or like instrument), in substantially the form attached
hereto as Exhibit A (the “Articles of Merger”), with the Secretary of State of
Nevada, in accordance with the relevant provisions of applicable law (the time
of acceptance by the Secretary of State of Nevada of such filing being referred
to herein as the “Effective Time”).

    


    1.3           Effect of the
Acquisition.  At the Effective Time, the effect of the
Acquisition shall be as provided in the applicable provisions of Nevada
law.  Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time, all the property, rights, privileges, powers and
franchises of the Merger Sub and GCC shall vest in the Surviving Corporation,
and all debts, liabilities, obligations, restrictions, disabilities and duties
of the Merger Sub and GCC shall become the debts, liabilities, obligations,
restrictions, disabilities and duties of the Surviving Corporation.

     

    
      
        
        

      

      
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    1.4           Charter Documents,
Directors, and Officers of the Surviving Corporation. At and as of the
Effective Time, (i) the Articles of Incorporation and the Bylaws of GCC shall be
the Articles of Incorporation and Bylaws of the Surviving Corporation until
thereafter amended as provided by applicable law, (ii) the directors of GCC
immediately prior to the Effective Time will be the initial directors of the
Surviving Corporation, until their successors are elected and qualified, and
(iii) the officers of GCC immediately prior to the Effective Time will be the
initial officers of the Surviving Corporation, until their successors are
elected and qualified.

    


    1.5           Conversion of Capital
Stock.  The conversion of shares of GCC common stock is
intended to cause the current GCC shareholders on a fully-diluted basis to hold
95% of the outstanding uKarma common stock immediately after the Closing while
current uKarma shareholders on a fully-diluted basis would hold the other 5% of
the outstanding uKarma common stock immediately after the Closing.

     

    
      
        	 	

                (a)

              	

                Common Stock.
      Each share of Common Stock of GCC (the “GCC Common Stock”) issued and
      outstanding immediately prior to the Effective Time shall at the Effective
      Time, without any action on the part of any holder thereof, forthwith
      cease to exist and be converted into the right to receive _that number
      of  shares of Common Stock of uKarma (“uKarma Common Stock”)
      equal to the uKarma Exchange Ratio (as defined
      below).   Except as otherwise provided herein, commencing
      immediately after the Effective Time, each certificate which, immediately
      prior to the Effective Time, represented issued and outstanding shares of
      GCC Common Stock shall thereafter evidence only the right to receive that
      portion of the merger consideration allocable to such shares as described
      herein.  The “uKarma Exchange Ratio” means the number equal to
      the quotient of (1) the number of all outstanding uKarma Common Stock on a
      fully-diluted basis immediately prior to closing multiplied by 95/5
      divided by (2) that number all outstanding GCC Common  Stock on
      a fully-diluted basis prior to closing.

              
	 	 	    
      
	 	

                (b)

              	

                Preferred
      Stock.  Each share of Preferred Stock of GCC ( “GCC
      Preferred Stock”) issued and outstanding immediately prior to the
      Effective Time shall at the Effective Time, without any action on part of
      any holder thereof, forthwith cease to exist and be converted into the
      right to receive  that number of shares of uKarma Preferred
      Stock (“uKarma Preferred Stock”) equal to the uKarma Exchange
      Ratio.     Except as otherwise provided herein,
      commencing immediately after the Effective Time, each certificate which,
      immediately prior to the Effective Time, represented issued and
      outstanding shares of GCC Preferred Stock shall thereafter evidence only
      the right to receive that portion of the merger consideration allocable to
      such shares as described
herein.

              


      

    

     

    


    (c)                 GCC Derivative
Securities.  At the Effective Time all unexpired and
unexercised options and warrants to purchase shares of GCC Common Stock (“GCC
Options”) then outstanding, whether vested or unvested together with GCC’s Stock
Option Plan shall be assumed by uKarma in accordance with the provisions
herein.  Each GCC Option assumed herein shall continue to have, and be
subject to, the same terms and conditions as were applicable to such GCC Option
immediately prior to the Effective Time except that such GCC Option shall be
exercisable for that number of GCC Options as set forth on Schedule
1.5(c).  All GCC debt that may be converted into GCC Preferred Stock
(together with GCC Options, “GCC Derivative Securities”) shall be exchanged for
uKarma preferred stock in the matter set forth on Schedule
1.5(c).  The exercise and conversion price at which uKarma options,
warrants or debt convertible into uKarma Preferred Stock may be exercised or
converted (as applicable) into uKarma Common Stock shall be based on the
exercise or conversion price of the GCC Derivative Security and also
proportional to the ratio at which GCC Common Stock may be exchanged for uKarma
Common Stock.

     

    
      
        
        

      

      
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    (d)                 Fractional
Shares.  No fraction of a share of uKarma Shares will be issued
in the Acquisition, but in lieu thereof, the shares to be distributed to each
holder of shares of GCC Common Stock, GCC Preferred Stock or GCC Derivative
Securities (collectively, the “GCC Capital Stock”) shall be rounded up to the
nearest whole share (after aggregating all fractional shares of uKarma Shares to
be received by such holder).

    


    (e)                 Merger
Sub.  Each share of common stock of the Merger Sub, issued and
outstanding immediately prior to the Effective Time shall remain outstanding as
one validly issued, fully paid and nonassessble share of common stock of the
Surviving Corporation.  From and after the Effective Time, each share
certificate of the Merger Sub theretofore evidencing ownership of any such
shares shall continue to evidence ownership of such shares of capital stock of
the Surviving Corporation.

    


    1.6           Dissenting
Shares.  Notwithstanding any provision of this Agreement to the
contrary, any shares of GCC Capital Stock  held by a holder who has
demanded and perfected appraisal rights for such shares in accordance with
Nevada law and who, as of the Effective Time, has not effectively withdrawn or
lost such appraisal or dissenters’ rights (“Dissenting Shares”) shall not be
converted into or represent a right to receive uKarma Shares pursuant to Section
1.5 but the holder thereof shall only be entitled to such rights as are granted
under Nevada law.  Notwithstanding the foregoing, if any holder of
shares of GCC Capital Stock who demands appraisal of such shares under Nevada
law shall effectively withdraw or lose the right to appraisal, then, as of the
later of (i) the Effective Time or (ii) the occurrence of such event, such
holder’s shares shall automatically convert into and represent only the right to
receive uKarma Shares as provided herein, without interest thereon, upon
surrender to uKarma of the certificate representing such shares in accordance
with Section 1.7 of this Agreement.

    


    1.7           Exchange
Procedures.  As the Effective Time, GCC shall deliver to uKarma
the GCC certificates, which prior to the Effective Time, represented all of the
issued and outstanding shares of capital stock of GCC (the
“Certificates”).  Upon surrender of a Certificate for cancellation to
uKarma or such other agent or agents as may be appointed by uKarma, together
with any documents reasonably requested, the holder of such Certificate shall be
entitled to receive in exchange therefor the number of shares such holder has a
right to receive pursuant to the provisions of this Article 1, and the
Certificate so surrendered shall be cancelled.  In the event any
Certificates have been lost, stolen or destroyed, uKarma or its agent or agents
shall issue that number of uKarma shares deliverable in respect thereof pursuant
to this Article 1 in exchange for such lost, stolen or destroyed Certificates,
upon the making of an affidavit of that fact by the holder thereof and, at the
discretion of uKarma or its agents, the delivery of a bond in such sum as
indemnity against any claim that may be made against uKarma or its agents with
respect to the Certificates alleged to have been lost, stolen or
destroyed.

    


    1.8  Payment
Advances.  GCC shall pay to uKarma an amount equal to $275,000
(“Cash Payment”).  The parties acknowledge that $75,000 of the Cash
Payment has already been paid to uKarma as a non-refundable
deposit.  $25,000 of the Cash Payment shall be due and payable from
GCC to uKarma upon the date of the execution of this Agreement as a second
non-refundable deposit toward the Cash Payment.  An extra $11,000
shall be due and payable on the date of this Agreement as an advance to pay
accounting charges for  the Company’s Form 10-Q.  GCC shall
pay uKarma an additional $25,000 of the Cash Payment on or before October 22,
2009 and an additional $25,000 on or before October 29, 2009.  If the
Closing has not occurred by November 5, 2009, GCC and uKarma shall negotiate
payment of additional interim advances prior to the
Closing.  .   At Closing, The remaining portion of the
Cash Payment, if any, will be delivered via wire transfer by GCC to uKarma to a
wire account designated in writing by uKarma’s Chief Executive
Officer.  After the Closing, GCC shall pay for the other out-of-pocket
costs associated with Company’s Form 10-Q, including without limitation, legal
costs of underwriter cost

     

    
      
        
        

      

      
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    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES OF GCC

    


    GCC
hereby represents and warrants to uKarma as follows:

    


    2.1           Organization. GCC has
been duly organized, is validly existing as a corporation and is duly qualified
to do business as a corporation and is in good standing in each jurisdiction in
which the ownership of its properties, the employment of its personnel or the
conduct of its business requires it to be so qualified, except where the failure
to be so qualified would not have a material adverse effect on GCC’s financial
condition, results of operations or business.

    


    2.2           Capitalization. The
authorized capital stock of GCC consists of 100,000,000 shares of its common
stock, $.001 par value, of which immediately prior to the Closing, no more than
77,931,321 shares shall be issued and outstanding.    All of
the issued and outstanding shares of capital stock of GCC, as of the Closing,
are duly authorized, validly issued, fully paid, non-assessable and free of
preemptive rights.    There are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or
exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire any GCC Shares, or contracts, commitments, understandings or
arrangements by which GCC or any of its subsidiaries is or may become bound to
issue additional GCC Shares or GCC Derivative Securities.  A “Person”
shall refer to any natural person, partnership, corporation, trust, or other
organization or entity.

    


    2.3           Certain Corporate
Matters. GCC has full corporate power and authority and all
authorizations, licenses and permits necessary to carry on the business in which
it is engaged and to own and use the properties owned and used by
it.

    


    2.4           Authority Relative to this
Agreement.  GCC has the requisite power and authority to enter
into this Agreement and to carry out its obligations hereunder. The execution,
delivery and performance of this Agreement by GCC and the consummation by GCC of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of GCC and no other actions on the part of GCC are necessary to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by GCC and constitutes a valid
and binding agreement of GCC, enforceable against GCC in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency or
other similar laws affecting the enforcement of creditors’ rights generally or
by general principles of equity.

    


    2.5           Consents and Approvals; No
Violations.  Except for applicable requirements of federal
securities laws and state securities or blue-sky laws, no filing with, and no
permit, authorization, consent or approval of, any third party, public body or
authority is necessary for the consummation by GCC of the transactions
contemplated by this Agreement. Neither the execution and delivery of this
Agreement by GCC nor the consummation by GCC of the transactions contemplated
hereby, nor compliance by GCC with any of the provisions hereof, will (a)
conflict with or result in any breach of any provisions of the charter or Bylaws
of GCC, (b) result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which GCC or any Subsidiary (as
hereinafter defined)  is a party or by which they any of their
respective properties or assets may be bound or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to GCC or any
Subsidiary, or any of their respective properties or assets, except in the case
of clauses (b) and (c) for violations, breaches or defaults which are not in the
aggregate material to GCC or any Subsidiary taken as a whole.

     

    
      
        
        

      

      
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    2.6           Books and Records.
The books and records of GCC delivered to uKarma prior to the Closing fully and
fairly reflect the transactions to which GCC is a party or by which they or
their properties are bound.

    


    2.7           Financial
Statements.

    


    (a)           Delivered
prior to or simultaneous with the closing are the audited consolidated balance
sheet of GCC as of  December 31, 2008 and December 31, 2007 and the
related statement of operations, shareholders’ equity and cash flows for the
period since inception, together with the unqualified report thereon (except
with respect to continuation as a going concern) ofLaRue, Corrigan, McCormick
& Teasdale LLP, independent auditors (collectively, “GCC Audited
Financials”).

    


    (b)           GCC’s
Audited Financials (“GCC’s Financial Statements”) are (i) in accordance with the
books and records of GCC, (ii) correct and complete, (iii) fairly present the
financial position and results of operations of GCC and each Subsidiary as of
the dates indicated, and (iv) prepared in accordance with U.S. GAAP (except that
(x) unaudited financial statements may not be in accordance with GAAP because of
the absence of footnotes normally contained therein, and (y) interim (unaudited)
financials are subject to normal year-end audit adjustments that in the
aggregate will not have a material adverse effect on GCC or any Subsidiary,
their respective businesses, financial conditions or results of
operations.

    


    2.8           Intellectual
Property.  GCC has no knowledge of any claim that, or inquiry
as to whether, any product, activity or operation of GCC infringes upon or
involves, or has resulted in the infringement of, any trademarks, trade-names,
service marks, patents, copyrights or other proprietary rights of any other
person, corporation or other entity; and no proceedings have been instituted,
are pending or are threatened.

    


    2.9           Litigation. GCC is
not subject to any judgment or order of any court or administrative agency of
any jurisdiction, domestic or foreign, nor is there any charge, complaint,
lawsuit or governmental investigation pending against GCC. GCC is not a
plaintiff in any action, domestic or foreign, judicial or administrative. There
are no existing actions, suits, proceedings against or investigations of GCC,
and GCC knows of no basis for such actions, suits, proceedings or
investigations. There are no unsatisfied judgments, orders, decrees or
stipulations affecting GCC or to which GCC is a party.

    


    2.10           Legal Compliance. To
the best knowledge of GCC, after due investigation, no claim has been filed
against GCC alleging a violation of any applicable laws and regulations of
foreign, federal, state and local governments and all agencies thereof. GCC hold
all of the material permits, licenses, certificates or other authorizations of
foreign, federal, state or local governmental agencies required for the conduct
of their respective businesses as presently conducted.

    


    2.11           Disclosure. The
representations and warranties and statements of fact made by GCC in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein not
false or misleading.

    


    
      
        
        

      

      
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    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES OF

    UKARMA

    


    uKarma
hereby represents and warrants to GCC as follows:

    


    3.1           Organization. uKarma
and Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, and has the requisite
corporate power to carry on its business as now conducted.

    


    3.2           Capitalization.  uKarma’s
authorized capital stock consists of 120,000,000 shares of capital stock,
including 100,000,000 of which is designated as Common Stock, par value $0.001,
of which 52,791,982 shares are issued and outstanding and 50,000,000 of which is
designated as Preferred Stock, par value $0.001, of which no shares are issued
and outstanding.  When issued, uKarma Shares and the securities into
which uKarma Shares can be converted into will be duly authorized, validly
issued, fully paid, non-assessable and free of preemptive
rights.  There are no outstanding or authorized options, rights,
warrants, calls, convertible securities, rights to subscribe, conversion rights
or other agreements or commitments to which uKarma is a party or which are
binding upon uKarma providing for the issuance by uKarma or transfer by uKarma
of additional shares of uKarma’s capital stock and uKarma has not reserved any
shares of its capital stock for issuance, nor are there any outstanding stock
option rights, phantom equity or similar rights, contracts, arrangements or
commitments to issue capital stock of uKarma.  There are no voting
trusts or any other agreements or understandings with respect to the voting of
uKarma’s capital stock.  There are no obligations of uKarma to
repurchase, redeem or otherwise require any shares of its capital stock as of
the Closing.  There are no obligations of uKarma to register any
shares of its outstanding common stock, or shares of common stock issuable upon
exercise or conversion of any outstanding securities, either on demand,
piggybacked on other registrations, or otherwise.

    


    3.3           Certain Corporate
Matters. Each of uKarma and Merger Sub has full corporate power and
authority and all authorizations, licenses and permits necessary to carry on the
business in which it is engaged or in which it proposes presently to engage and
to own and use the properties owned and used by it. uKarma has delivered to GCC
true, accurate and complete copies of its and Merger Sub’s certificate or
articles of incorporation and bylaws, which reflect all restatements of and
amendments made thereto at any time prior to the date of this Agreement. The
records of meetings of the shareholders and Board of Directors of uKarma are
complete and correct in all material respects. The stock records of uKarma and
the shareholder lists of uKarma that uKarma has previously furnished to GCC are
complete and correct in all material respects and accurately reflect the record
ownership and the beneficial ownership of all the outstanding shares of uKarma’s
capital stock and any other outstanding securities issued by
uKarma.  Except as set forth in the SEC Documents, uKarma is not in
default under or in violation of any provision of its certificate or articles of
incorporation or bylaws in any material respect.  uKarma is not in any
material default or in violation of any restriction, lien, encumbrance,
indenture, contract, lease, sublease, loan agreement, note or other obligation
or liability by which it is bound or to which any of its assets is
subject.

     

    
      
        
        

      

      
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    3.4           Authority Relative to this
Agreement.  uKarma and Merger Sub have the requisite power and
authority to enter into this Agreement and carry out its obligations
hereunder.  The execution, delivery and performance of this Agreement
by uKarma and Merger Sub and the consummation of the transactions contemplated
hereby have been duly authorized by the Board of Directors of uKarma and Merger
Sub and no other actions on the part of uKarma and Merger Sub are necessary to
authorize this Agreement or the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by uKarma and Merger Sub and constitutes a valid and binding
obligation of uKarma and Merger Sub, enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors’ rights generally or by
general principles of equity.

    


    3.5           Consents and Approvals; No
Violations. Except for applicable requirements of federal securities laws
and state securities or blue sky laws, no filing with, and no permit,
authorization, consent or approval of, any third party, public body or authority
is necessary for the consummation by uKarma of the transactions contemplated by
this Agreement. Neither the execution and delivery of this Agreement by uKarma
nor the consummation by uKarma of the transactions contemplated hereby, nor
compliance by uKarma with any of the provisions hereof, will (a) conflict with
or result in any breach of any provisions of the charter or Bylaws of uKarma,
(b) result in a violation or breach of, or constitute (with or without due
notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which uKarma or any Subsidiary
(as hereinafter defined)  is a party or by which they any of their
respective properties or assets may be bound or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to uKarma or any
Subsidiary, or any of their respective properties or assets, except in the case
of clauses (b) and (c) for violations, breaches or defaults which are not in the
aggregate material to uKarma or any Subsidiary taken as a whole.

    


    3.6           SEC
Documents.  uKarma hereby makes reference to all documents it
has filed with the United States Securities and Exchange Commission (the “SEC”),
some of which are posted on the SEC’s website, www.sec.gov:  (collectively,
the “SEC Documents”).  The SEC Documents constitute all of the
documents and reports that uKarma was required to file with the SEC pursuant to
the Securities Act and the rules and regulations promulgated thereunder by the
SEC since the effectiveness of uKarma’s Form SB-2.  As of their
respective dates, the SEC Documents complied in all material respects with the
requirements of the Securities Act and/or the Exchange Act, as the case may
require, and the rules and regulations promulgated thereunder and none of the
SEC Documents contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The consolidated financial statements of uKarma
included in the SEC Documents comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles in the United States (except, in the case of
unaudited statements, as permitted by the applicable form under the Securities
Act and/or the Exchange Act) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present
the financial position of uKarma as of the dates thereof and its consolidated
statements of operations, shareholders’ equity and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments which were and are not expected to have a
material adverse effect on uKarma, its business, financial condition or results
of operations).  Except as and to the extent set forth on the balance
sheet of uKarma as of June 30, 2009, including the notes thereto, uKarma has no
liability or obligation of any nature (whether accrued, absolute, contingent or
otherwise and whether required to be reflected on a balance sheet or
not).  Neither uKarma nor its officers or directors have received any
correspondence from the SEC commenting on any SEC Document.

     

    
      
        
        

      

      
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    3.7           Financial
Statements.

    


    (a)           Included
in the SEC Documents are the audited consolidated balance sheet of uKarma as at
December 31, 2008 and 2007 and the related statement of operations,
shareholders’ equity and cash flows for the two years then ended, together with
the unqualified report thereon (except with respect to continuation as a going
concern) of Spector and Wong, LLP (“Spector”), independent auditors
(collectively, “uKarma’s Audited Financials”).

    


    (b)           uKarma’s
Audited Financials (“uKarma’s Financial Statements”) are (i) in accordance with
the books and records of uKarma, (ii) correct and complete, (iii) fairly present
the financial position and results of operations of uKarma and each Subsidiary
as of the dates indicated, and (iv) prepared in accordance with U.S. GAAP
(except that (x) unaudited financial statements may not be in accordance with
GAAP because of the absence of footnotes normally contained therein, and (y)
interim (unaudited) financials are subject to normal year-end audit adjustments
that in the aggregate will not have a material adverse effect on uKarma or any
Subsidiary, their respective businesses, financial conditions or results of
operations.

    


    3.8           Events Subsequent to
Financial Statements. Except as disclosed in Schedule 3.8, since June 30,
2009, there has not been:

    


    (a)           Any
incurrence of indebtedness or liability or assumption of obligations by uKarma
or any Subsidiary;

    


    (b)           Any
change made or authorized in the Certificate of Incorporation or Bylaws of
uKarma or any Subsidiary;

    


    (c)           Any
loan to or other transaction with any officer, director or shareholder of uKarma
or any Subsidiary giving rise to any claim or right of uKarma or any Subsidiary
against any such person or of such person against uKarma or any
Subsidiary.

    


    3.9           Liabilities. Except
as otherwise disclosed in uKarma’s Financial Statements and SEC Documents,
neither uKarma nor any Subsidiary has any liability or obligation whatsoever,
either direct or indirect, matured or unmatured, accrued, absolute, contingent
or otherwise.  In addition, uKarma and uKarma Shareholder represent
that upon Closing, neither uKarma nor any Subsidiary will have any material
liability or obligation whatsoever, either direct or indirect, matured or
unmatured, accrued, absolute, contingent or otherwise, and uKarma is not a party
to any executory agreement. uKarma has or at closing, will have either, (a)
discontinued all of its business operations without any material adverse effect
upon uKarma, (b) assigned its business operations (including all assets and
liabilities of uKarma) to a wholly-owned subsidiary whose equity securities will
be held by a liquidating trust and distributed to uKarma shareholders prior to
the Closing, pending approval of Federal securities regulations governing
spin-offs or (c) assigned its business operations to a wholly-owned subsidiary
whose equity securities will be spun-off by uKarma to an affiliate of uKarma
management in exchange for a promissory note equal to the dollar amount of such
business operations offset by assumed liabilities.

    


    3.10           Tax Matters. Except
as disclosed in Schedule 3.10:

    


    (a)           uKarma
and each Subsidiary have duly filed all material federal, state, local and
foreign tax returns required to be filed by or with respect to them with the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)           uKarma
and each Subsidiary have paid, or adequately reserved against in uKarma’s
Financial Statements, all material taxes due, or claimed by any taxing authority
to be due, from or with respect to them;

    


    (c)           To
the best knowledge of uKarma, there has been no material issue raised or
material adjustment proposed (and none is pending) by the Internal Revenue
Service or any other taxing authority in connection with any of uKarma’s or any
Subsidiary’s tax returns;

    


    (d)           No
waiver or extension of any statute of limitations as to any material federal,
state, local or foreign tax matter has been given by or requested from uKarma or
any Subsidiary; and

    


    


                   
For the purposes of this Section 3.10, a tax
is due (and must therefore either be paid or adequately reserved against in
uKarma’s Financial Statements) only on the last date payment of such tax can be
made without interest or penalties, whether such payment is due in respect of
estimated taxes, withholding taxes, required tax credits or any other
tax.

    


    3.11           Real
Property.  Neither uKarma nor any Subsidiary owns or leases any
real property.

    


    3.12           Books and Records.
The books and records of uKarma and each Subsidiary delivered to GCC prior to
the Closing fully and fairly reflect the transactions to which uKarma each
Subsidiary is a party or by which they or their properties are
bound.

    


    3.13           Intellectual
Property. uKarma has no knowledge of any claim that, or inquiry as to
whether, any product, activity or operation of uKarma or any Subsidiary
infringes upon or involves, or has resulted in the infringement of, any
trademarks, trade-names, service marks, patents, copyrights or other proprietary
rights of any other person, corporation or other entity; and no proceedings have
been instituted, are pending or are threatened.

    


    3.14           Litigation. Neither
uKarma nor any Subsidiary is subject to any judgment or order of any court or
administrative agency of any jurisdiction, domestic or foreign, nor is there any
charge, complaint, lawsuit or governmental investigation pending against uKarma
or any Subsidiary. Neither uKarma nor any Subsidiary is a plaintiff in any
action, domestic or foreign, judicial or administrative. Other than as set forth
in the SEC Documents, there are no existing actions, suits, proceedings against
or investigations of uKarma or any Subsidiary, and uKarma knows of no basis for
such actions, suits, proceedings or investigations. There are no unsatisfied
judgments, orders, decrees or stipulations affecting uKarma or any Subsidiary or
to which uKarma or any Subsidiary is a party.

    


    3.15           Subsidiaries.  Except
as set forth in Schedule 3.15, uKarma does not own any capital stock or have any
interest of any kind whatsoever in any corporation, partnership, or other form
of business organization (any such organization is referred to as a
“Subsidiary”).

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    3.16           Internal Accounting
Controls.  uKarma maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. uKarma has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for uKarma and designed such disclosure controls and procedures to
ensure that material information relating to uKarma is made known to the
certifying officers by others within those entities, particularly during the
period in which uKarma’s Form 10-KSB or 10-QSB, as the case may be, is being
prepared.  uKarma’s certifying officers have evaluated the
effectiveness of uKarma’s controls and procedures as of end of the filing period
prior to the filing date of the Form 10-Q for the quarter ended June 30, 2009
(such date, the “Evaluation
Date”).  uKarma presented in its most recently filed Form 10-K
or Form 10-Q the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the
Evaluation Date.  Since the Evaluation Date, there have been no
significant changes in uKarma’s internal controls (as such term is defined in
Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company’s
knowledge, in other factors that could significantly affect the Company’s
internal controls.

    


    3.17           Listing and Maintenance
Requirements.  uKarma is currently quoted on the OTC Bulletin
Board and uKarma has not, in the 12 months preceding the date hereof, received
any notice from the OTC Bulletin Board or the NASD or any trading market on
which uKarma’s common stock is or has been listed or quoted to the effect that
uKarma is not in compliance with the quoting, listing or maintenance
requirements of the OTCBB or such other trading market.  uKarma is,
and has no reason to believe that it will not, in the foreseeable future
continue to be, in compliance with all such quoting, listing and maintenance
requirements.

     

    3.18           No SEC or NASD
Inquiries.  Neither uKarma nor any of its past or present
officers or directors is, or has ever been, the subject of any formal or
informal inquiry or investigation by the SEC or NASD.

    


    3.19           Disclosure. The
representations and warranties and statements of fact made by uKarma in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein not
false or misleading.

    


    


    ARTICLE
4

    INDEMNIFICATION

    


    4.1           Mutual
Indemnification.  Each of uKarma and GCC (“Indemnifying Party”)
agree to indemnify the other party (“Indemnified Signing Party”) and its
shareholders and each of the officers, agents and directors of the Indemnified
Signing Party against any loss, liability, claim, damage or expense (including,
but not limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) (each an “Indemnified Party”) to which it
or they may become subject arising out of or based on (i) any breach of or
inaccuracy in any of the representations and warranties or covenants or
conditions made by the Indemnifying Party herein in this
Agreement;  and (ii) any and all liabilities existing prior to the
Closing or arising out of or in connection with: (A) any of the assets of the
Indemnifying Party or any Subsidiary prior to the Closing; or (B) the operations
of the Indemnifying Party prior to the Closing.

    


    4.2           Indemnification
Procedures.  If any action shall be brought against any
Indemnified Party in respect of which indemnity may be sought pursuant to this
Agreement, such Indemnified Party shall promptly notify the Indemnifying Party
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof with counsel of its own choosing.  Any Indemnified
Party shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party except to the extent that the
employment thereof has been specifically authorized by the Indemnifying Party in
writing, the Indemnifying Party has failed after a reasonable period of time to
assume such defense and to employ counsel or in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Indemnifying Party and the position of such
Indemnified Party.  The Indemnifying Party will not be liable to any
Indemnified Party under this Article 5 for any settlement by an Indemnified
Party effected without the Indemnifying Party’s prior written consent, which
shall not be unreasonably withheld or delayed; or to the extent, but only to the
extent that a loss, claim, damage or liability is attributable to any
Indemnified Party’s indemnification pursuant to this Article 5.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    ARTICLE
5

    COVENANTS
AND AGREEMENTS OF THE PARTIES

    EFFECTIVE
PRIOR TO CLOSING

    


    5.1    Corporate Examinations and
Investigations.  Prior to the Closing, each party shall be
entitled, through its employees and representatives, to make such investigations
and examinations of the books, records and financial condition of GCC and uKarma
(and any Subsidiary) as each party may request.  In order that each
party may have the full opportunity to do so, GCC and uKarma shall furnish each
party and its representatives during such period with all such information
concerning the affairs of GCC or uKarma or any Subsidiary as each party or its
representatives may reasonably request, including without limitation, customary
schedules listing material contracts; real and personal properties; pending,
threatened and contemplated legal proceedings; employees; assets and
liabilities, including contingencies and commitments.  GCC and uKarma
shall cause GCC or uKarma and their respective officers, employees, consultants,
agents, accountants and attorneys to cooperate fully with each party’s
representatives in connection with such review and examination and to make full
disclosure of all information and documents requested by each party and/or its
representatives.  Any such investigations and examinations shall be
conducted at reasonable times and under reasonable circumstances, it being
agreed that any examination of original documents will be at each party’s
premises, with copies thereof to be provided to each party and/or its
representatives upon request.

    


    5.2           Cooperation;
Consents.  Prior to the Closing, each party shall cooperate
with the other parties to the end that the parties shall (i) in a timely manner
make all necessary filings with, and conduct negotiations with, all authorities
and other persons the consent or approval of which, or the license or permit
from which is required for the consummation of the Closing and (ii) provide to
each other party such information as the other party may reasonably request in
order to enable it to prepare such filings and to conduct such
negotiations.

    


    5.3           Conduct of
Business.  Subject to the provisions hereof, from the date
hereof through the Closing, each party hereto shall  (i) conduct its
business in the ordinary course and in such a manner so that the representations
and warranties contained herein shall continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing and (ii)
not enter into any material transactions or incur any material liability not
required or specifically contemplated hereby, without first obtaining the
written consent of GCC and GCC Shareholders on the one hand and uKarma on the
other hand.  Without the prior written consent of GCC, GCC
Shareholders, and uKarma, except as required or specifically contemplated
hereby, each party shall not undertake or fail to undertake any action if such
action or failure would render any of said warranties and representations untrue
in any material respect as of the Closing.

    


                   5.4                                Litigation.    From
the date hereof through the Closing, each party hereto shall promptly notify the
representative of the other parties of any lawsuits, claims, proceedings or
investigations which after the date hereof are threatened or commenced against
such party or any of its affiliates or any officer, director, employee,
consultant, agent or shareholder thereof, in their capacities as such, which, if
decided adversely, could reasonably be expected to have a material adverse
effect upon the condition (financial or otherwise), assets, liabilities,
business, operations or prospects of such party or any of its
subsidiaries.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

                   5.5                                Notice of
Default.  From the date hereof through the Closing, each party
hereto shall give to the representative of the other parties prompt written
notice of the occurrence or existence of any event, condition or circumstance
occurring which would constitute a violation or breach of this Agreement by such
party or which would render inaccurate in any material respect any of such
party’s representations or warranties herein.

    


                   5.6                                D & O
Insurance.  After the Closing, GCC shall cause uKarma to obtain
directors and officers liability insurance with a minimum coverage of $2.0
million that also covers past directors and officers of uKarma.

    


    5.7           Audit.  GCC
shall have completed its consolidated audited financial statements for the
fiscal years ended December 31, 2008 and 2007 before [November 31,
2009].

    


    5.8           Shareholder
Representations.  GCC shall obtain from each shareholder an executed
Shareholder Representation Statement, substantially in the form attached hereto
as Exhibit B (the “Shareholder Representation Statement”) prior to
Closing.

    


    5.9           GCC
Reverse Stock Split; Preferred Stock.  GCC shall conduct a
8.75801-for-1 reverse stock split such that 9,132,520 common shares shall be
outstanding prior to closing.  GCC shall authorize a series of
preferred stock called “Series A Preferred Stock” (“GCC Preferred Stock”) GCC
shall authorize 50,000,000 shares of GCC Preferred Stock for issuance and will
issue 28,985,760 shares.  The GCC Preferred Stock shall be convertible
into GCC common stock on a one-for-one basis; have a liquidation preference
equal to $[    ] per share over GCC common stock as to
distributions in the event of a full or partial liquidation or sale of the
Corporation or any of its subsidiaries;  will accrue an annual
dividend equal to 10% of net income preferred dividend allocated pro rata among
the preferred stockholders; and will, in all other respects have the same rights
and privileges as the GCC common stock.

    


    ARTICLE
6

    CONDITIONS
TO CLOSING

    


    6.1           Conditions to Obligations of
GCC and GCC Shareholders.  The obligations of GCC and GCC
Shareholders under this Agreement shall be subject to each of the following
conditions:

    


    (a)           Closing
Deliveries.  At the Closing, uKarma  shall have
delivered or caused to be delivered to GCC and GCC Shareholders the
following:

    


    (i)           resolutions
duly adopted by the Board of Directors of uKarma and Merger Sub authorizing and
approving the Acquisition and the execution, delivery and performance of this
Agreement;

    


    (ii)           a
certificate of good standing for uKarma and each Subsidiary from their
respective jurisdictions of incorporation, dated not earlier than five days
prior to the Closing Date;

    


    (iii)           written
resignations of all officers and directors of uKarma  and each
Subsidiary in office immediately prior to the Closing, and board resolutions
appointing the following individuals to the positions with uKarma and each
Subsidiary listed opposite their names below:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              Name

            	
              Position

            
	 
      	 
      
	
              William
      Danielczyk

            	
              Chief
      Executive Officer and Chairman

            
	 
      	 
      
	
              Michael
      Kane

            	
              Chief
      Financial Officer and Director

            
	 
      	 
      
	
              Joe
      Kelley

            	
              Director

            
	 
      	 
      
	
              Steve
      Moses

            	
              Vice
      Chairman of the Board &

            
	 
      	 
      
	
              Bruce
      Riddle

            	
              Director

            
	 
      	 
      
	 
      	 
      
	
              Ian
      Reynolds

            	
              Director

            


    

    


    (iv)           all
corporate records, agreements, seals and any other information reasonably
requested by GCC’s representatives with respect to uKarma;

    


    (v)           stock
certificates representing uKarma common stock to be delivered to the GCC
shareholders;

    


    


    (vi)           such
other documents as GCC and/or GCC Shareholders may reasonably request in
connection with the transactions contemplated hereby.

    


    (b)           Representations and
Warranties to be True.    The representations and
warranties of uKarma  herein contained shall be true in all material
respects at the Closing with the same effect as though made at such
time.  uKarma  shall have performed in all material respects
all obligations and complied in all material respects with all covenants and
conditions required by this Agreement to be performed or complied with by it at
or prior to the Closing.

    


    (c)           Assets and
Liabilities.                                           At
the Closing, neither uKarma nor any Subsidiary shall not have any material
assets or liabilities, contingent or otherwise, or any tax obligations or any
material adverse changes to its business or financial condition; provided for
arrangements to spin-off the uKarma business or to assign the uKarma business to
another entity or as set forth in Schedule 6.1(c).  At the closing, an
officer of uKarma other than an officer or director shall provide satisfactory
evidence that payment of all liabilities shall have been made.

    


    (d)           SEC
Filings.  At the Closing, uKarma will be current in all SEC
filings required by it to be filed.

    


    (e)           Audit.  GCC
shall have delivered prior to or simultaneous with the closing are the GCC
Audited Financials.

    


    


    (f)           Shareholder
Approval.  GCC shall have obtained the necessary votes of its
shareholders at a duly authorized meeting (or by written consent of
shareholders) in order to close this transaction.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6.2           Conditions to Obligations of
uKarma. The obligations of uKarma under this Agreement shall be subject
to each of the following conditions:

    


    (a)           Closing
Deliveries.    On the Closing Date, GCC and/or GCC
Shareholders shall have delivered to uKarma the following:

    


    
      	
               
      

            	
              (i)

            	
              this
      Agreement duly executed by GCC and GCC
  Shareholders;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              stock
      certificates representing GCC Shares to be delivered pursuant to this
      Agreement duly endorsed or accompanied by duly executed stock
      powers;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Shareholder
      Representation Statements duly executed by each GCC Shareholder;
      and

            


    

    


    (iv)           such
other documents as uKarma may reasonably request in connection with the
transactions contemplated hereby.

    


    (b)           Representations and
Warranties to be True.    The representations and
warranties of GCC and GCC Shareholders herein contained shall be true in all
material respects at the Closing with the same effect as though made at such
time.  GCC and GCC Shareholders shall have performed in all material
respects all obligations and complied in all material respects with all
covenants and conditions required by this Agreement to be performed or complied
with by them at or prior to the Closing.

    


    (c)           Cash
Payment.  GCC shall have paid uKarma the remaining balance of
the Cash Payment.

    (d)           Governmental
Approval.  Approvals from any governmental authority necessary
for the transactions contemplated hereby.

    


    


    ARTICLE
7

    OTHER
COVENANTS AND AGREEMENTS

    


    7.1           Shareholder Written
Consent.  Unless already approved by the shareholders prior to
the closing, uKarma put forth, and have its board of directors recommend, a
proposal to the shareholders to amend uKarma’s charter in order to change the
corporation’s name to “Galen Capital Corporation” and to increase its authorized
but reserved number of shares of preferred stock from 20 million to 50
million.

    


    ARTICLE
8

    GENERAL
PROVISIONS

    


    8.1           Notices. All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally, sent by overnight courier or
mailed by registered or certified mail (postage prepaid and return receipt
requested) to the party to whom the same is so delivered, sent or mailed at
addresses set forth below (or at such other address for a party as shall be
specified by like notice):

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              If
      notice is to be given to GCC, any GCC Shareholder or uKarma (subsequent to
      Closing):

            
	 
      	 
      
	 
      	
              Galen
      Capital Corporation

            
	 
      	
              8300
      Greensboro Drive, Suite 225

            
	 
      	
              McLean,
      Virginia, 22102

            
	 
      	
              Telephone:
      (____) ____-_______

            
	 
      	
              Facsimile:
      (____) ____-_______

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              If
      notice is to be given to uKarma (prior to Closing) or uKarma
      Shareholder:

            
	 
      	 
      
	 
      	
              uKarma
      Corporation

            
	 
      	
              499
      N. Canon Drive, Suite 308

            
	 
      	
              Beverly
      Hills, California 90210

            
	 
      	
              Telephone:
      (310) 998-8909

            
	 
      	
              Facsimile:
      (310) 861-0542

            


    

    


    8.2           Interpretation. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
References to Sections and Articles refer to sections and articles of this
Agreement unless otherwise stated.

    


    8.3           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated and the parties shall negotiate in good faith to modify this
Agreement to preserve each party’s anticipated benefits under this
Agreement.

    


    8.4           Miscellaneous. This
Agreement (together with all other documents and instruments referred to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any other person any rights or remedies hereunder
and (c) shall not be assigned by operation of law or otherwise, except as may be
mutually agreed upon by the parties hereto.

    


    8.5           Separate
Counsel.  Each party hereby expressly acknowledges that it has
been advised to seek its own separate legal counsel for advice with respect to
this Agreement, and that no counsel to any party hereto has acted or is acting
as counsel to any other party hereto in connection with this
Agreement.

    


    8.6           Governing Law; Venue.
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Nevada.  Any and all actions brought
under this Agreement shall be brought in the state and/or federal courts of the
United States sitting in the City of Las Vegas, Nevada and each party hereby
waives any right to object to the convenience of such venue.

    


    8.7           Counterparts and Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
which together shall constitute a single agreement.  This Agreement
and any documents relating to it may be executed and transmitted to any other
party by facsimile, which facsimile shall be deemed to be, and utilized in all
respects as, an original, wet-inked document.

    


    8.8           Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by all parties hereto.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
 

    8.9           Parties In Interest; No
Third Party Beneficiaries. Except as otherwise provided herein, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective heirs, legal representatives, successors and assigns of the
parties hereto. This Agreement shall not be deemed to confer upon any person not
a party hereto any rights or remedies hereunder.

    


    8.10           Waiver. No waiver by
any party of any default or breach by another party of any representation,
warranty, covenant or condition contained in this Agreement shall be deemed to
be a waiver of any subsequent default or breach by such party of the same or any
other representation, warranty, covenant or condition. No act, delay, omission
or course of dealing on the part of any party in exercising any right, power or
remedy under this Agreement or at law or in equity shall operate as a waiver
thereof or otherwise prejudice any of such party’s rights, powers and remedies.
All remedies, whether at law or in equity, shall be cumulative and the election
of any one or more shall not constitute a waiver of the right to pursue other
available remedies.

    


    8.11           Expenses.  At
or prior to the Closing, the parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.

    


    [SIGNATURES
FOLLOW]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
 

    


    IN WITNESS WHEREOF, the
parties have executed this Merger Agreement as of the date first written
above.

    


    
      	 
      	
              Galen
      Capital Corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                    
                /s/
      William Danielczyk

              

            
	 
      	
              Name:

            	
              William
      Danielczyk

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	
              Address:

            	
              8300 Greensboro Drive,
      Suite 225

            
	 
      	 
      	
              McLean, Virginia
      22102

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              uKarma
      Corporation

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
                    
                /s/
      Bill Glaser

              

            
	 
      	
              Name:

            	
              Bill
      Glaser

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	 
      	 
      
	 
      	
              [GCC
      Merger Sub Corporation]

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                    
                /s/
      Bill Glaser

              

            
	 
      	
              Name:

            	
              Bill
      Glaser

            
	 
      	
              Title:

            	
              Chief
      Executive Officer

            
	 
      	
              Address:

            	
              ____________________

            
	 
      	 
      	
              ____________________

            


    

    


    


    


    


    


    [signature
page continues]

     

    
      
        
        

      

      
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    EXHIBIT
A

    FORM OF
ARTICLES OF MERGER

    


    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
B

    SHAREHOLDER
REPRESENTATION STATEMENT

    


    
      	
              GCC
      SHAREHOLDER:

            	                               ___________________________________________


    

    


    
      	
              ISSUER:

            	
              uKarma
      Corporation

            
	 
      	 
      
	
              SECURITY:

            	
              Common
      Stock, par value $.001

            
	 
      	 
      
	
              QUANTITY:

            	
              ______________________
      Shares

            


    

    


    In
connection with the exchange of the  shares of securities of Galen
Capital Corporation for securities of uKarma Corporation, I, the GCC shareholder
represent to the Company the following:

    


    (1)           Investment.  I
am acquiring the Securities for investment for my own account only and not with
a view to, or for resale in connection with, any "distribution" thereof within
the meaning of the Securities Act of 1933 (as amended).  These
securities have not been registered under the Securities Act by reason of a
specific exemption therefrom, which exemption depends on, among other things,
the bona fide nature of the investment intent as expressed herein.  In
this connection I understand that, in view of the Securities and Exchange
Commission ("SEC"), the statutory basis for such exemption may be unavailable if
my representation was predicated solely upon a present intention to hold these
Securities for the minimum capital gains period specified under tax statutes,
for a deferred sale, for or until an increase or decrease in the market price of
the Securities or for the period of one year or any other fixed period in the
future.

    


    (2)           Restrictions on Transfer
Under Securities Act.  I further acknowledge and understand
that the Securities must be held indefinitely unless they are subsequently
registered under the Securities Act or unless an exemption from such
registration is available.  Moreover, I understand that the Company is
under no obligation to register the Securities.  In addition, I
understand that the certificate evidencing the Securities will be imprinted with
a legend which prohibits the transfer of the Securities unless they are
registered or unless the Company receives an opinion of counsel reasonably
satisfactory to the Company that such registration is not required.

    


    (3)           Sales Under Rule
144.  I am aware of the adoption of Rule 144 by the SEC
promulgated under the Securities Act, which in substance permits limited public
resale of securities acquired in a non- public offering subject to the
satisfaction of certain conditions, including:  (i) the availability
of certain current public information about the Company, and if I am an
“affiliate” of the Company , also that (ii) the resale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a "market maker," and (iii) the amount of securities sold during any three-month
period not exceeding specified limitations (generally 1% of the total shares
outstanding).

    


    (4)           Limitations on Rule
144.  I further acknowledge and understand that the Company is
not now, and at any time I wish to sell the Securities may not be, satisfying
the public information requirement of Rule 144, and, in such case, I would be
precluded from selling the Securities under Rule 144 even if the minimum holding
period had been satisfied.

     

    
      
        
        

      

      
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    (5)           Sales Not Under Rule
144.  I further acknowledge that, if all the requirements of
Rule 144 are not met, then Regulation A, or some other registration exemption
will be required; and that, although Rule 144 is not exclusive, the staff of the
Commission has expressed its opinion (i) that persons proposing to sell private
placement securities other than in a registered offering or exemption from
registration is available for such offers or sales, and (ii) that such persons
and the brokers who participate in the transactions do so their own
risk.

    


    (6)           Stop Transfer
Instructions.  I further understand that stop transfer
instructions will be in effect with respect to the transfer of the Securities
consistent with the above.

    


    (7)           Additional Representations
and Warranties.  In addition, I represent and
warrant:

    


    (i)           That
I have had the opportunity to ask questions of,  and receive answers
from, the Company ( or any person acting on its behalf) concerning the Company
and my proposed investment in the Securities;

    


    (ii)           That
I have concluded that I have sufficient information upon which to base my
decision to acquire the Securities;

    


    (iii)           That
I have made my own determination of the value of the Securities and have not
relied upon any statements, representations or warranties of the Company
regarding the value of the Securities or the business prospects of the
Company;

    


    (iv)           That
I understand that in acquiring the Securities, I am making a highly speculative
investment with the knowledge that the Company is in the initial stages of
development;

    


    (v)           That
I am capable of bearing the economic risk and burdens of the investment, the
possibility of complete loss of all of the investment, and the possible
inability to readily liquidate the investment due to the lack of public market;
and

    


    (vi)           That
I understand that, in selling and transferring the Securities, the Company had
relied upon an exemption from the registration requirements of the Securities
Act and that, in an attempt to effect compliance with all the conditions of such
exemption, the Company is relying in good faith upon all of my foregoing
representations and warranties.

    


    (vii)           That
I am an “accredited investor” as such term is defined in Rule 501 of
Regulation  D promulgated under the Securities Act.

    


    (8)           I
own beneficially and of record, good and marketable title to the GCC shares set
forth opposite my name in Column I on Schedule I attached hereto, free and clear
of all security interests, liens, adverse claims, encumbrances, equities,
proxies, options or shareholders’ agreements.  I will convey to uKarma
good and marketable title to GCC free and clear of all security interests,
liens, adverse claims, encumbrances, equities, proxies, options or shareholders’
agreements or restrictions.

     

    
      
        
        

      

      
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                SIGNATURE OF GCC
      SHAREHOLDER

              	 
      


      

       

      
        	Date:	 
      	 	   	 


      

    

     

    _______________________________

    _______________________________

    _______________________________

    Address:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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    Schedule
I

    


    


    GCC
Shareholders