EXHIBIT 2.1
AMENDMENT NO. 2
This Amendment No.2 (the "Amendment") to Agreement and Plan of
Reorganization, dated as of March 4, 1997 (the "Agreement") is made and entered
into as of the 11th day of July, 1997, by and among Capital Media Group Limited,
a Nevada corporation ("CMG"); Unimedia, S.A., a company organized under the laws
of the Republic of France, Company No. RCS Paris B 401 988 308 ("Unimedia"); and
those holders of Unimedia securities listed on the signature page hereof
(sometimes hereinafter collectively referred to as the "Unimedia Shareholders").
WHEREAS, on March 14, 1997, the parties hereto entered into the
Agreement, which has been terminated and is presently not a binding agreement;
WHEREAS, on June 25, 1997, the parties entered into Amendment No. 1 to
the Agreement dated June 23, 1997 (the "First Amendment");
WHEREAS, as of the date hereof, of the $4 million that Unimedia was
required to pay to CMG for shares of CMG pursuant to the Offering, Unimedia has
released to CMG $1.5 million and has deposited $2 million in escrow instead of
$2.5 million as required by the First Amendment;
WHEREAS, Unimedia has advised CMG that the remaining $500,000 is
currently unavailable but will be available on or prior to the closing of the
Share Exchange;
WHEREAS, this Amendment sets forth the terms which the parties have
agreed to with respect to amending the First Amendment and therefore the
Agreement; and
WHEREAS, capitalized terms used herein but not otherwise defined herein
shall have the meanings given to them in the First Amendment and/or in the
Agreement, as the context requires.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree to the following:
1. The parties acknowledge that the Agreement, as amended by the First
Amendment, and this Amendment, has become effective as of this date.
2. The parties acknowledge that Unimedia has delivered the following in
accordance with the First Amendment: (i) the executed subscription agreement
from the Subscriber, (ii) $1.5 million, which was previously released to CMG and
(iii) $2 million, which was deposited on this date in escrow pursuant to an
escrow agreement among CMG, Unimedia and the escrow agent.
3. The parties agree that the balance of the $4 million proceeds of the
Subscription ($500,000) shall be paid as follows: (i) prior to the Effective
Time of the Share Exchange, Unimedia shall deposit $500,000 in escrow to be
released to CMG at the Effective Time of the Share Exchange or (ii) $350,000
shall be paid to CMG at the Effective Time of the Share
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Exchange, together with written evidence satisfactory to CMG that $150,000 has
been paid by Unimedia to the finder(s) entitled to such sum and a copy of the
same, as well as a representation from Unimedia and the Unimedia Principal
Shareholders that no further finders fees are due in connection with the
transactions contemplated by the Agreement, the First Amendment and this
Amendment. Additionally, the delivery of the funds to CMG as described in this
Section 3 shall be an additional condition to CMG's obligation to close the
Share Exchange.
4. REMAINDER OF AGREEMENT UNMODIFIED. Except for the changes to the
First Amendment referred to in Sections 1, 2 and 3 of this Amendment, all of the
other provisions of the Agreement, as modified by the First Amendment, remain in
full force and effect and continue to be part of the Agreement as if fully set
forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CAPITAL MEDIA GROUP LIMITED
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, Co-Chairman
By: /s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, Co-Chairman
UNIMEDIA S.A.
By: /s/ XXXXXX XXXXXXXXX
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Name: XXXXXX XXXXXXXXX
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Title: CHAIRMAN AND CEO
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The undersigned hereby join in this Amendment for the limited purpose
of agreeing that they will comply with those sections of this Agreement and the
Amendment which are applicable to such parties.
UNIMEDIA PRINCIPAL SHAREHOLDERS
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Xxxxxx Xxxxxxxxx, individually
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Xxxxxx Xxxxxxxxx, individually
Diamond Productions SARL
BY:
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Name (print):
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Title:
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UNIMEDIA OTHER SHAREHOLDERS
BIMAP
BY:
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Name (print):
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Title:
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Multimedia Investissements
BY:
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Name (print):
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Title:
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Media Venture
BY:
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Name (print):
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Title:
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Xxxx-Xxxxx Xxxxxxxxx, individually
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Xxxx Xxxxxxx Assouline, individually
HIP Xxxxxxx
BY:
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Name (print):
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Title:
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Souviron Industrie Conseil Sarl
BY:
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Name (print):
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Title:
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Horizons Sarl
BY:
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Name (print):
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Title:
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4
Oradea, Inc.
BY:
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Name (print):
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Title:
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Xxxxxx Xxxxx, individually
Reseau Asta International
BY:
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Name (print):
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Title:
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Tarbella Enterprises Ltd.
BY:
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Name (print):
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Title:
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Francois de Montseignat, individually
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Name of corporation (print)
BY:
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Name (print):
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Title:
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______________________, individually
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Name of corporation (print)
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BY:
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Name (print):
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Title:
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______________________, individually
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