POST-MERGER OPERATING AGREEMENT
THIS
POST-MERGER OPERATING AGREEMENT is made by and between Marian
Munz (“Munz”) as President and CEO of California
News Tech (“CNT”) and as President and CEO of
Media Sentiment, Inc. and Steven Ludwig (“Ludwig”)
as President and CEO of Debut Broadcasting Corporation, Inc.
(“DBI”) in conjunction with that certain Agreement
and Plan of Merger as of this 17th day of May, 2007 (the
"Agreement").
WITNESSETH:
WHEREAS,
DBI and CNT through its wholly owned subsidiary have entered
into the Agreement which will effectuate a change in control
of CNT (the “Merger”) making Ludwig CNT’s
new president and CEO and Munz president and CEO of
CNT’s wholly-owned subsidiary Media Sentiment Inc.
(“MSI”); and
WHEREAS,
CNT has already authorized a spinoff of MSI as a separate
entity pending registration of its MSI stock with the
Securities and Exchange Commission for distribution to its
shareholders holding CNT common stock prior to the Merger;
and
WHEREAS,
in accordance with certain terms conditions of the Agreement,
the parties want to assure that the spinoff occurs promptly
and that operations of the two businesses are conducted
efficiently.
NOW,
THEREFORE, in consideration of the premises and mutual
covenants, representations, warranties and agreements
hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally
bound thereby, agree as follows:
1.
Spin off of MSI stock
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a. |
Escrow of MSI Stock .
There shall be established an escrow account in which all the MSI
common stock owned CNT (the “MSI Shares”) will be held
in trust for distribution to the shareholders of record holding CNT
common stock as of April 20, 2007 (the “Shareholders”).
This escrow account shall be irrevocable and shall require the
escrow holder to distribute the MSI Shares to the Shareholders upon
the effectiveness of a Registration Statement (“Registration
Statement”) to be filed with the Securities and Exchange
Commission (“SEC”), or two years from November 1,
2006.
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b. |
Registration of MSI Stock. Within
15 days following the Closing of the me
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