Exhibit 2.1
CONSENT AND
WAIVER
This CONSENT AND WAIVER (“Consent
and Waiver”) is made as of this ______ day of July 2009 by
and among MEDIALINK WORLDWIDE INCORPORATED, a Delaware Corporation
(“Medialink”), The Newsmarket, Inc. a Delaware
corporation (“Parent”), and TNM Group Incorporated, a
Delaware corporation (“Merger Sub”).
WHEREAS , on July 1, 2009 Medialink entered into that
certain Agreement and Plan of Merger (the “Merger
Agreement”) with Parent and Merger Sub. All terms
used but not defined herein shall have the meanings ascribed to
such terms in the Merger Agreement;
WHEREAS , on June 30, 2009 Medialink entered into that
certain Payoff, Amendment and Settlement Agreement (the
“Payoff Agreement”) with each of Iroquois Master Fund,
Ltd., Rockmore Investment Master Fund Ltd., Portside Growth And
Opportunity Fund, and Smithfield Fiduciary LLC (collectively, the
“Former Debenture Holders”) pursuant to which, among
other things, the Company paid to the Former Debenture Holders an
aggregate amount of $1,590,000 in exchange for the extinguishment
of the Company’s obligations under its Variable Rate
Convertible Debentures due June 30, 2010 in the aggregate principal
amount of $2,650,000 held by the Former Debenture
Holders;
WHEREAS , the Former Debenture Holders have made certain
claims against Medialink related to the Payoff Agreement and the
transactions contemplated thereby (the “Debenture
Claims”), which claims have been denied in their entirety by
Medialink;
WHEREAS , on July 17, 2009 Medialink notified its
directors and officers insurance carrier of the potential claim
(the “D&O Notice”; such D&O Notice attached
hereto as Exhibit A); and
WHEREAS , Medialink and the Former Debenture Holders
have agreed to enter into an agreement and general release (the
“Agreement and General Release”) whereby (A) Medialink
will pay the Former Debenture Holders (i) the aggregate amount of
$515,000 (the “Settlement Payment”) in settlement of
all claims (the “Settlement Payment”) and (ii) the
aggregate amount of $10,000 the “Warrants Payment”) in
consideration for the repurchase by Medialink and surrender by the
Former Debenture Holders of those certain warrants to purchase an
aggregate of 536,729 shares of the Company’s Common Stock
held by the Former Debenture Holders (the “Warrants”)
and in further consideration for the Former Debenture Holders
tendering to Medialink a full release covering all claims the
Former Debenture Holders have or may have against Medialink,
Parent, Merger Sub and each of their respective officers,
directors, shareholders, members, partners, affiliates, assigns,
parents, subsidiaries, successors-in-interest, agents, advisors and
employees (collectively, the “Released Parties”), and
(B) Medialink, on behalf of itself and the Released Parties will
tender to the Former Debenture Holders a full release covering all
claims Medialink and/or the Released Parties have or may have
against the Former Debenture Holders and each of their respective
officers, directors, shareholders, members, partners, affiliates,
assigns, parents, subsidiaries, successors-in-interest, agents,
advisors and employees, all as more specifically described in the
Agreement and General Release, substantially in the form of Exhibit
B attached hereto.
NOW, THEREFORE, in consideration
