Exhibit 2.10
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this
"Amendment"), is made this 5th day of May, 2003, by and among Bulldog Holdings,
Inc., a Delaware corporation ("Bulldog"), The Excite Network, Inc., a Delaware
corporation ("Evita"), Xxxxxx Sub Acquisition, LLC, a Delaware limited liability
company ("Evita Sub"), MaxWorldwide, Inc., a Delaware corporation ("Xxxxxx"),
L90, Inc., a Delaware corporation ("L90"), Picasso Media Acquisition, Inc., a
Delaware corporation ("Picasso Media"), and Xxxxxx Sub, LLC, a Delaware limited
liability company ("Xxxxxx Sub").
WITNESSETH
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WHEREAS, Bulldog, Evita, Evita Sub, Xxxxxx, L90, Picasso Media
and Xxxxxx Sub are parties to the certain Agreement and Plan of Merger, dated as
of March 12, 2003 (the "Merger Agreement"); and
WHEREAS, the parties to the Merger Agreement desire to amend the
Merger Agreement in accordance with the provisions set forth below in order to
extend the Expiration Date (as defined in the Merger Agreement) until September
30, 2003.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. Amendment of Section 8.1(b). Section 8.1(b) of the Merger
Agreement is hereby amended by deleting the reference to "August 31, 2003" in
said Section in its entirety and replacing it with "September 30, 2003."
2. Effect. Except as expressly amended by this Amendment, the
Merger Agreement is not amended and remains in full force and effect. From and
after the date hereof, all references to "the Agreement" and "this Agreement" in
the Merger Agreement shall be a reference to the Merger Agreement as amended by
this Amendment.
3. Counterparts. This Amendment may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument.
4. Governing Law. The governing law provision set forth in
Section 11.8 of the Merger Agreement shall apply to this Amendment.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first set above.
MAXWORLDWIDE, INC. BULLDOG HOLDINGS, INC.
By:_____________________________ By:_________________________________
Name: Xxxxx X. Xxxx Name:
Title: General Counsel, SVP, Title:
Secretary
XXXXXX SUB, LLC XXXXXX SUB ACQUISITION, LLC
By L90, Inc., Member By The Excite Network, Inc., Sole
Member
By:_____________________________ By:_________________________________
Name: Xxxxx X. Xxxx Name:
Title: General Counsel, SVP, Title:
Secretary
L90, INC. THE EXCITE NETWORK, INC.
By:_____________________________ By:_________________________________
Name: Xxxxx X. Xxxx Name:
Title: General Counsel, SVP, Title:
Secretary
PICASSO MEDIA ACQUISITION, INC.
By:_____________________________
Name: Xxxxx X. Xxxx
Title: General Counsel, SVP,
Secretary
