Amendment No. 1
To
Agreement and Plan of Reorganization
This Amendment No1 to the Agreement and Plan of Reorganization dated as of
November 15, 2004 ("Original Agreement") between TAG Entertainment, Inc., Power
Marketing, Inc. and PMKT Subsidiary Corp. is entered into as of October 29,
2004.
For good and valuable consideration, the Parties hereby agree as follows:
1. Reference is made to the Original Agreement. The parties hereby amend
and modify the Original Agreement and specifically Section 2(d)(2) thereof, to
provide that it shall be a condition to closing that not more than 2% of the
outstanding shares of TAG Entertainment, Inc. shall exercise their dissenters
rights under Section 1300 and sequential under the California General
Corporation Law. The parties may, in their discretion, waive such condition in
whole or in part.
2. The reference in Section 2(c) (1) to the number 23,900,000 shares of
PMKT Common Stock to be received by the holders of TAG Common Stock is hereby
reduced to 21,450,000 shares. Further, the exchange ratio shall include all
outstanding shares of TAG Common Stock and the outstanding warrants of TAG.
3. Al other terms and conditions of the Original Agreement shall remain in
full force and effect.
The parties have duly authorized and executed this Agreement as of October
29, 2004.
POWER MARKETING, INC. PMKT SUBSIDIARY CORP.
By: By:
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Xxxx Xxxxxxx Xxxx Xxxxxxx
President President
TAG ENTERTAINMENT, INC.
By:
Xxxxx Xxxxxx, President, Chief Executive Officer
