EXHIBIT 10.1



 


AGREEMENT AND PLAN OF MERGER



BY AND AMONG





KINGDOM KONCRETE, INC.,



LATITUDE GLOBAL ACQUISITION CORP.


 


AND



Latitude 360, Inc.








 


Amendment
No. 2

DATED AS OF May 16, 2014


 


 




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THIS AMENDMENT
NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 16, 2014, is entered into
by and among KINGDOM KONCRETE, INC., a Nevada corporation (the “Company”), LATITUDE GLOBAL ACQUISITION CORP.,
a Florida corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), and LATITUDE 360, INC.,
a Florida corporation (“L360”).


 


WHEREAS,
this Amendment amends and replaces certain terms of that certain Agreement and Plan of Merger, dated April 8, 2014, by and among
the Company, the Merger Sub and L360, as subsequently amended by that certain Amendment No. 1 dated May 2, 2014 (as so amended,
the “Merger Agreement”). The Company, the Merger Sub and L360 are each individually referred to as a “party”
or, collectively, as the “parties.”


 


WHEREAS,
L360 intends to undertake substantial expansion of its business by adding several new locations in the near future;


 


WHEREAS,
after significant discussions among the parties, each has determined that certain core competencies of the Company’s wholly
owned subsidiary, Kingdom Concrete, Inc., a Texas corporation (“Kingdom Texas”). would provide significant benefits
to L360 in executing on its business plan;


 


WHEREAS,
under the terms of the Merger Agreement, the Company is required to “spin out” Kingdom Texas to Edward Stevens, the
chief executive officer (“Stevens”), in exchange for the cancelation of Six Hundred Thousand (600,000) shares
of the Company’s common stock, $0.001 par value, held by Stevens as a condition to close (the “KC Spin”);


 


WHEREAS,
the parties have agreed that the KC Spin shall no longer be a condition to closing under the Merger Agreement and that the Company
shall retain Kingdom Texas as a wholly owned subsidiary, with Stevens retaining the Six Hundred Thousand (600,000) shares that
were to otherwise be canceled;


 


WHEREAS,
the parties now wish to further amend the Agreement and Plan of Merger to remove the KC Spin as a condition to the closing under
the Merger Agreement and to extend the closing of the Merger Agreement to May 30, 2014;


 


NOW THEREFORE,
in order to give effect to the forgoing premises, the Merger Agreement as is hereby further amended as follows:


 


1.                  
Recitals. The foregoing Recitals are true, accurate, and incorporated herein
by reference.


 


2.                  
Outside Closing Date. Section 1.2 of the Merger Agreement is hereby amended
by deleting the last two sentences thereof in their entirety which read as follows:


 


“The Merger shall
become effective as of the date and at such time (the “Effective Time”) as the Certificate of Merger is filed
with the Secretary of State of the State of Florida with respect to the Merger, but not later than May 9, 2014. Notwithstanding
the forgoing L360 shall have the option to extend the closing date until May 16, 2014 in its discretion (the “Outside
Closing Date”).”


 


and replacing it with the following
new last sentence:


 


“The Merger shall
become effective as of the date and at such time (the “Effective Time”) as the Certificate of Merger is filed
with the Secretary of State of the State of Florida with respect to the Merger, but not later than May 30, 2014 (the “Outside
Closing Date”).”


 


3.                  
Conversion of Capital Stock. Section 2.1(a) of the Merger Agreement is hereby
amended by deleting the last sentence thereof in its entirely which read as follows:






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“The Merger Shares
will represent approximately ninety-nine and three tenths of one percent (99.3%) of the issued and outstanding shares of Company
Common Stock after giving effect to (i) a reserve for the issuance of approximately Four Million One Hundred Forty Two Thousand
Five Hundred Ninety Six (4,142,596) shares of Company Common Stock to new investor(s) and (ii) approximately One Million One Hundred
Twenty One Thousand Nine Hundred (1,121,900) shares of Company Common Stock retained by certain existing shareholders of the Company.”


 


and replacing it with the following
new last sentence:


 


“The Merger Shares
will represent approximately ninety-eight and nine tenths of one percent (98.9%) of the issued and outstanding shares of Company
Common Stock after giving effect to (i) a reserve for the issuance of approximately Four Million One Hundred Forty Two Thousand
Five Hundred Ninety Six (4,142,596) shares of Company Common Stock to new investor(s) and (ii) approximately One Million Seven
Hundred Twenty One Thousand Nine Hundred (1,721,900) shares of Company Common Stock retained by certain existing shareholders of
the Company.”


 


4.                  
Actions Pending Closing. Section 5.1(c) of the Merger is hereby amended by deleting
it in its entirely which read as follows:


 


“(c)purchase,
redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock
(including any security convertible or exchangeable into its capital stock), except for the cancelation of Six Hundred Thousand
shares in connection with the spin-off of Kingdom Texas as set forth in Section 5.19 hereof and that this provision shall not be
applicable to L360, provided that any change in L360’s outstanding securities shall require an applicable adjustment
to the Conversion Rate and none of such actions shall cause L360’s representations and warranties not to be true and accurate
as of the date made if made as of a specific date or as of the Closing Date;”


 


and replacing it in its entirety with
the following new clause:


 


“(c) purchase,
redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock
(including any security convertible or exchangeable into its capital stock), provided that any change in L360’s outstanding
securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause L360’s representations
and warranties not to be true and accurate as of the date made if made as of a specific date or as of the Closing Date;”


 


5.                  
Spin-Off of Kingdom Concrete, Inc., Subsidiary. Section 5.19 of the Merger Agreement
which read as follows: 


 


“5.19Spin-Off
of Kingdom Concrete, Inc., Subsidiary. Simultaneously with the Closing, the Company’s operating subsidiary, Kingdom Texas
shall be “spun-out” and otherwise divested from the Company. This divestiture shall be effected by the transfer of
100% of the capital stock of Kingdom Texas (the “ Kingdom Texas Stock ”) being transferred to Edward Stevens
in exchange for the transfer to the Company and cancelation of 600,000 shares of the Company’s Common Stock held by Edward
Stevens in exchange for the Kingdom Texas Stock, whereupon the Company will retain no more ownership of Kingdom Texas and all of
the assets and liabilities of Kingdom Texas shall remain with Kingdom Texas.”


 


is hereby deleted in its entirety.






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6.                  
Spin-Off of Kingdom Texas. Section 6.3(l) of the Merger Agreement which read
as follows:


 


“(l)Spin-Off
of Kingdom Texas. Closing of the spin-off of Kingdom Texas described in Section 5.19 shall have occurred.”


 


is hereby deleted in its entirety with
appropriate numerical changes to the remaining clauses in Section 6.3.


 


7.                  
Reference to and Effect on Merger Agreement; Reaffirmation. Upon the effectiveness
of this Amendment, each reference in the Merger Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” “hereby” or words of like import shall mean and be a reference to the Merger Agreement as amended
hereby, and each reference to the Merger Agreement in any other document, instrument or agreement executed and/or delivered in
connection with the Merger Agreement shall mean and be a reference to the Merger Agreement as amended hereby. Except as specifically
amended hereby, the Merger Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not constitute a waiver of any provision contained in the Merger Agreement,
except as specifically set forth herein.


 


8.                  
Execution in Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and
shall become binding when one or more counterparts have been signed by and delivered to each of the parties hereto. Delivery of
an executed counterpart of a signature page to this Amendment, whether manually executed or a facsimile of a manually executed
signature page, shall be as effective as delivery of a manually executed counterpart of this Amendment.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	KINGDOM KONCRETE, INC. 
	 	
        /s/ Edward
        Stevens

	 	Name: Edward Stevens
	 	Title: Chief Executive Officer
	 	LATITUDE GLOBAL ACQUISITION CORP. 
	 	
        /s/ Edward
        Stevens

	 	Name: Edward Stevens
	 	Title: Chief Executive Officer
	 	LATITUDE 360, INC.
	 	
        /s/ Brent
        W. Brown

	 	Name: Brent W. Brown
	 	Title: Chief Executive Officer 




 


 


 






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