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Exhibit 2.2
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMONG
BROADBAND MARITIME INC.,
PRIME RESOURCE, INC. AND
PRIME ACQUISITION, INC.
FIRST AMENDMENT, dated as of February 13, 2007 ("Amendment"), by
and among
BROADBAND MARITIME INC., a Delaware corporation (the "Company"),
PRIME RESOURCE,
INC., a Utah corporation ("Parent"), and PRIME ACQUISITION, INC., a
Utah
corporation and a wholly owned subsidiary of Parent ("Merger Sub,"
the Company,
Parent, and Merger Sub together are referred to as the
"Constituent
Corporations").
WHEREAS, the Constituent Corporations have previously entered into
an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
January 15,
2007 (the "Signing Date"), and capitalized terms used in this
Amendment but not
defined shall have the meaning set forth in the Merger
Agreement;
WHEREAS, the Merger Agreement provides that the parties may amend
such
agreement at any time by written agreement of each party; and
WHEREAS, the Parties
now mutually desire to amend the Merger Agreement to,
among other things, (1) change the Closing Date to March 16, 2007,
(2) change
the deadline by which the Company must raise additional capital and
(3) clarify
and correct certain other provisions.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
and agreements herein contained, and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be
legally bound, the parties agree as follows:
1. AMENDMENT TO SECTION 1.2 OF MERGER AGREEMENT. Section 1.2 to
the
Merger Agreement is hereby deleted in its entirety and replaced
with the
following:
"Closing. Unless otherwise mutually agreed in writing between
the
Company and Parent, the closing of the Merger (the "Closing")
shall take place (i) at the offices of Broadband Maritime Inc.,
61 Broadway, Suite 1905, New York, NY 10006, at 10:00 a.m.
(Eastern Time) on March 16, 2007 (the "Closing Date") or at
such
other location or on such other date as the parties shall
mutually agree."
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2. AMENDMENT TO SECTION 7.1(C) OF THE MERGER AGREEMENT. Section
7.1(c)
of the Merger Agreement is hereby deleted in its entirety and
replaced with the
following:
"Private Equity Financing. On or before March 13, 2007, the
Company shall have, in private offerings of its capital stock,
since October 31, 2006, sold or entered into binding
subscriptions for the sale by it con
