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Galen Capital Corporation

8300 Greensboro Drive, Suite 225

McLean, VA 22102

 

STRICTLY PRIVATE AND CONFIDENTIAL

 

June 11, 2009

 

UKARMA Corporation

Mr. Bill Glaser

Chief Executive Officer

499 N. Canon Drive, Suite 308

Beverly Hills, CA 90210

 

Re: Business Combination between UKARMA Corporation and Galen Capital Corporation

 

Dear Bill:

 

The purpose of this letter of intent ("LOI") is to set forth the terms and conditions pursuant to which Galen Capital Corporation ("'Galen") will effect a "going public” transaction with UKARMA Corporation (“UKARMA"). This LOI is intended to serve as a memorandum of the parties' current discussions and to set forth the general guidelines pursuant to which they will fulfill their due diligence obligations and discharge their fiduciary duties by negotiating,  in good faith, the terms and conditions of a definitive agreement (“Transaction Agreement”). Both parties acknowledge that all of the provisions of this LOI are binding. No contract or agreement providing for a Transaction shall be deemed to exist unless and until a Transaction Agreement has been negotiated and executed between the parties hereto.

 

1.            The Transaction . UKARMA or a wholly owned subsidiary of UKARMA will acquire all of the outstanding shares of stock of Galen in exchange for the issuance of 95.00% of the outstanding shares of common stock of UKARMA and $275,000 cash paid at closing (the “Transaction"); provided however, that $50,000 of the $275,000 cash fee shall be wire transferred to UKARMA as a deposit within 5 business days after execution of this LOI.  The deposit shall be refunded to Galen if UKARMA cannot or will not close the Transaction in accordance with this LOI despite Galen’s willingness to do so.  UKARMA will, as of the date above of and at the Closing (defined below), be an SEC reporting company with its shares publicly-traded. At Closing, UKARMA will have no material assets or liabilities, contingent or otherwise, will be current on all tax obligations, and will have had no material changes to its business or financial condition. Upon the consummation of


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