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Exhibit
10.2
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the
“Amendment”) is entered into as of September 17,
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. On
May 31, 2007, FAI, the FAI Stockholders and the Company
entered into a Second Amendment to Agreement and Plan of
Merger, amending the Agreement.
D. Each
of FAI, the FAI Stockholders and the Company desires to amend
the Agreement again by entering into this
Amendment.
NOW,
THEREFORE, for good a
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