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Exhibit 10.1
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
“Amendment”) is entered into as of May 31, 2007,
by and among FILTERING ASSOCIATES, INC., (“FAI”),
a Nevada corporation, and Kevin Frost and Edward Wiggins,
individual stockholders of FAI (the “FAI
Stockholders”), on the one hand, and MATINEE MEDIA
CORPORATION, a Texas corporation (the “Company”),
on the other hand.
BACKGROUND
A.
FAI,
the FAI Stockholders and the Company entered into an Agreement
and Plan of Merger (the “Agreement”) on April 13,
2006. All capitalized terms used herein have the same meanings
given to them in the Agreement.
B.
On
December 18, 2006, FAI, the FAI Stockholders and the Company
entered into a First Amendment to Agreement and Plan of
Merger, amending the Agreement.
C.
Each
of FAI, the FAI Stockholders and the Company desires to amend
the Agreement again by entering into this
Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1.
Section
1.08 of the Agreement is hereby amended to read in its
entirety as follows:
“
Stock Cancellation. On
or before the Closing, FAI shall cause to be cancelled 1,662,214
shares of the outstanding FAI Common Stock held by certain of its
stockholders who hold restricted Common Stock and it shall transfer
to such stockholders its existing business and related assets and
liabilities in consideration of the cancellation of their FAI
Common Stock. Such stockholders, by their signature below, agree to
the cancellation of their stock as aforesaid and to the assumption
of all liabilities of the existing FAI business. After the
cancellation of these shares, the total outstanding shares of FAI
Common Stock as of immediately prior to the Effective Time of the
Merger shall not exceed 1,210,786 shares.”
2.
Section
2.01(b) of the Agreement is hereby amended to read in its
entirety as follows:
“
Conversion of Company Stock .
Except as otherwise provided herein, each issued and outstanding
share of Company Stock shall be converted into one share of Public
FAI Common Stock (“Company Exchange Ratio”).
Certificates representing such number of shares of Company Stock
shall be exchanged for certificates representing an equal number of
shares of Public FAI Common Stock.”
3.
Section
2.03(c) of the Agreement is hereby deleted in its
entirety.
4.
The
last sentence of Section 3.02(e) of the Agreement is hereby
amended to read in its entirety as follows:
“FAI
does not have, and at the Effective Time of the Merger FAI
will not have, any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) which,
individually or in the aggregate, exceed
$200,000.”
5.
Section
4.01(b) of the Agreement is hereby amended to read in its
entirety as follows:
“sell,
assign or otherwise transfer any of their assets, except for
the sale of Broadcast Licenses by the Company, as determined
by its Board of Directors, cancel or compromise any debts or
claims relating to their assets, other than for fair value, in
the ordinary course of business, and consistent with past
practice, or declare, set aside or pay any dividend or
distribution payable in cash, stock, property or otherwise
(other than (A) a declaration and payment by the Company, so
long as the appropriate amount of such dividends are
held
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