Unassociated Document


    FIRST
AMENDMENT TO MERGER AGREEMENT


     

    This
First Amendment to Merger Agreement (“Amendment”) is dated December 18, 2009 by
and among Galen Capital Corporation, a Nevada corporation (“GCC”), on the one
hand; and the GCC Merger Sub Corporation, a Nevada corporation (the “Merger
Sub”) and uKarma Corporation, a Nevada corporation (“uKarma”), on the other
hand.

     

    RECITALS

     

    WHEREAS, the parties to this
Amendment entered into a certain Merger Agreement dated October 15, 2009
(“Merger Agreement”); and

     

    WHEREAS, the parties to this
Amendment desire to amend the Merger Agreement as hereinafter
provided;

     

    AGREEMENT

     

    NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Amendment agree as follows:

     

    1. All
capitalized terms not defined herein shall have the respective meanings assigned
to them in the Merger Agreement.

     

    2. The
second sentence of Section 1.2 is hereby modified to read in its entirety as
follows:


     

    “This
Agreement may be terminated by any party if the Closing does not occur by May
15, 2010 provided such terminating party is not in breach of this
Agreement.”

     

    3. Section
1.8 is hereby modified to read as follows:

     

    “1.8           Payment
Advances.   GCC shall pay to uKarma an amount equal to
$475,000 (“Cash Payment”) which shall be due on or prior to
Closing.  The parties acknowledge that $175,000 of the Cash Payment
has already been paid to uKarma as a non-refundable deposit.  $100,000
of the Cash Payment shall be due and payable from GCC to uKarma on or before
December 31, 2009.  GCC shall pay uKarma an additional $100,000 of the
Cash Payment on or before January 30, 2010 and an additional $100,000 on or
before the later of (i) March 31, 2010 or (ii) the date that uKarma files its
Form 10-K for the fiscal year ended December 31, 2009.  GCC shall also
pay uKarma for all reasonable costs associated with uKarma’s Form 10-K filing
for the year ended December 31, 2009, including all legal, accounting, transfer
agent, and EDGAR filing agent costs.  All payments of the Cash Payment
shall be delivered via wire transfer by GCC to uKarma to a wire account
designated in writing by uKarma’s Chief Executive Officer.

     

    4. Section
5.7 is hereby modified to read as follows:

     

    “5.7           Audit.   GCC
shall have completed its consolidated audited financial statements for the
fiscal years ended December 31, 2009 and 2008 before May 15, 2010, and its
reviewed financial statements for each subsequent fiscal quarter after December
31, 2009 if required for the Form 8-K with respect to this
transaction.”

     

    5. This
Amendment shall be effective immediately.  Except as amended hereby,
the Merger Agreement shall continue in full force and effect in accordance with
its terms.

     

    IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date set forth
above.

     

    
      
        	      
                Galen
      Capital Corporation, a Nevada corporation

              	 	 	      
                uKarma,
      Inc., a Nevada corporation

              	 
	 	 	 	 	 
	
                      
                  By: 
      /s/ William P
      Danielczyk 

                        
                    
      

                

                Name: William P
      Danielczyk  

              	 	 	
                      
                  By: 
      /s/ Bill Glaser 

                  
                    
      

                  Name:
      Bill
    Glaser

                

              	 
	
                      
                  Title: Chairman

                

              	 	 	
                      
                  Title:
      Chief Executive
      Officer

                

              	 


      

    

     

    
      
        	 	      
                GCC
      Merger Sub Corporation, a Nevada
    corporation

              	 
	 	 	 	 
	
              	
                By:  
      

              	/s/
      Bill Glaser 	 
	 	 	      
                Name: Bill Glaser

              	 
	 	 	      
                Title: Chief Executive Officer