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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (this
“ Amendment ”) is dated as of April 27, 2009, by
and among PlanetOut Inc. , a Delaware corporation (“
Company ”), Here Media Inc., a Delaware
corporation (“ Parent ”), HMI Merger Sub
, a Delaware corporation that is a wholly-owned subsidiary of
Parent (“ Merger Sub ”), the HMI Owners and the
HMI Entities signatory hereto.
Whereas
, Company, Parent,
Merger Sub, the HMI Owners and the HMI Entities (collectively, the
“ Parties ”) are parties to that certain
Agreement and Plan of Merger, dated as of January 8, 2009 (the
“ Merger Agreement ”), providing for, among
other things, the merger of Merger Sub with and into Company and
the contribution of the ownership interests in the HMI Entities to
Parent; and
Whereas
, the Parties wish to
amend the Merger Agreement pursuant to Section 8.4 thereof, as
further provided herein.
Now Therefore ,
in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, and intending to be legally
bound, the Parties agree as follows:
1.
Certain Terms . Capitalized terms used herein but not
defined in this Amendment have
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