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Exhibit 2.3
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
AMONG
BROADBAND MARITIME INC.,
PRIME RESOURCE, INC. AND
PRIME ACQUISITION, INC.
THIS
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER is made this
16th
day of March, 2007 ("Second 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, dated as of January 15, 2007, as
amended by the
First Amendment to the Agreement and Plan of Merger, dated February
13, 2007,
(the "Merger Agreement") and capitalized terms used in this Second
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
change the Closing Date to as soon as practicable on or before
March 31, 2007.
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) as soon as practicable on or before March 31,
2007
(the "Closing Date") or at such other location or on such other
date as the parties shall
