AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER
AND
INTERESTS PURCHASE AGREEMENT
This
Amendment (this “Amendment”)
is
entered into as of May 12, 2008, by and among FORTISSIMO ACQUISITION CORP.,
a
Delaware corporation (“Parent”);
FAC
ACQUISITION SUB CORP., a New York corporation and a wholly-owned subsidiary
of
Parent (“Merger
Sub”);
PSYOP, INC., a New York corporation (the “Company”);
PSYOP
SERVICES, LLC, dba Blacklist (“Blacklist”);
XXXXXX XXXXX-XXXXXXXX, HEJUNG XXXXX XXXX, XXXXXX XXXX, KYLIE MATULICK,
XXXX XXXXX, XXXXXX XXXX XXXXXXX, XXXXXX XXXXXXXX, XXXXX XXXXX AND
XXXXXXXXXXX XXXXXX (individually, a “Stockholder”
and
collectively, the “Stockholders”);
and
XXXXXX XXXXX-XXXXXXXX (the “Stockholders’
Representative”)
as
agent and attorney-in-fact for each Stockholder.
WHEREAS,
the parties to this Amendment are parties to the Agreement and Plan of Merger
and Interests Purchase Agreement, dated as of January 15, 2008 (the
“Merger
Agreement”),
by
and among Parent, Merger Sub, the Company, Blacklist, the Stockholders and
the
Stockholders’ Representative;
WHEREAS,
the parties to this Amendment wish to make certain modifications to the Merger
Agreement as set forth herein;
NOW,
THEREFORE, in consideration of the premises, covenants and representations
set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree to amend
the Merger Agreement as set forth below:
1. Definitions.
Unless
otherwise specified, capitalized terms used and not otherwise defined in this
Amendment shall have the same meanings as set forth in the Merger
Agreement.
2. Interpretation.
The
rules of construction set forth in Section 1.02 of the Merger Agreement shall
apply mutatis mutandis to
this
Amendment as if set forth in full in this Section 2.
3. Amendment
to Section 1.01; Definition of Blacklist Interests Amount.
The
definition of Blacklist Interests Amount is hereby replaced in its entirety
with
the following:
“Blacklist
Interests Amount”
means
$1,500,000.
4. Amendment
to Section 1.01; Definition of Cash Escrow Amount.
The
definition of Cash Escrow Amount is hereby replaced in its entirety with the
following:
“Cash
Escrow Amount”
means
Four Hundred Fourteen Thousand and Eight Dollars ($414,008) to be deposited
with
the Escrow Agent to be held in escrow subject to the terms and conditions of
the
Escrow Agreement.
5. Amendment
to Section 1.01; Definition of Cash Merger Consideration.
The
definition of Cash Merger Consideration is hereby replaced in its entirety
with
the following:
“Cash
Merger Consideration”
means
$2,640,079.
6. Amendment
to Section 2.04(a).
Section
2.04(a) of the Merger Agreement is hereby replaced in its entirety with the
following:
(a) Consideration.
The
aggregate consideration to be paid by Parent and Merger Sub in respect of the
Subsidiary Merger and the Upstream Merger hereunder shall consist of (i) the
Stock Merger Consideration, and (ii) the Cash Merger Consideration
(collectively, the “Merger
Consideration”),
(iii)
the Cash Bonus Consideration, if any, as described in Section 2.07, (iv) the
Contingent Consideration, if any, as described in Section 2.13, and (v) the
Additional Consideration, if any, as described in Section 2.14. Each share
of
Company Common Stock and Company Class B Common Stock issued and outstanding
immediately prior to the Effective Time (excluding treasury stock and those
owned by any wholly-owned subsidiary of the Company) and all right in respect
thereof shall automatically be canceled and retired and shall forthwith cease
to
exist, and each holder of a certificate which immediately prior to the Effective
Time represented any such shares of Company Common Stock or Company Class B
Common Stock shall cease to have any rights with respect thereto, except, in
the
case of Company Common Stock and Company Class B Common Stock, the right to
receive a portion of the Merger Consideration as provided in Section 2.04(c)
and
Section 2.04(d) below, the right to potentially receive a portion of the Cash
Bonus Consideration as provided in Section 2.07 below, the right to potentially
receive a portion of the Contingent Consideration as described in Section 2.13
below and the right to potentially receive a portion of the Additional
Consideration as described in Section 2.14 below.
7. Amendment
to Section 2.04(c).
Section
2.04(c) of the Merger Agreement is hereby replaced in its entirety with the
following:
(c)
Company
Common Stock.
At the
Effective Time and on the terms and subject to the conditions of this Agreement,
each share of Company Common Stock issued and outstanding immediately prior
to
the Effective Time shall, by virtue of the Subsidiary Merger and without any
action on the part of Parent, Merger Sub, or the Company, be cancelled and
shall
be converted into the right to receive the portions of the Merger Consideration,
the Cash Bonus Consideration, the Contingent Consideration and the Additional
Consideration as set forth in the Merger Consideration Allocation
Certificate.
8. Amendment
to Section 2.04(d).
Section
2.04(d) of the Merger Agreement is hereby replaced in its entirety with the
following:
(d) Company
Class B Common Stock.
At the
Effective Time and on the terms and subject to the conditions of this Agreement,
each share of Company Class B Common Stock issued and outstanding immediately
prior to the Effective Time shall, by virtue of the Subsidiary Merger and
without any action on the part of Parent, Merger Sub, or the Company, be
converted into the right to receive the portions of the Merger Consideration,
the Cash Bonus Consideration, the Contingent Consideration and the Additional
Consideration as set forth in the Merger Consideration Allocation
Certificate.
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9. Amendment
to Section 2.04(f).
Section
2.04(f) of the Merger Agreement is hereby replaced in its entirety with the
following:
(f) Company
Capitalization Schedules.
On the
Closing Date, the Company shall deliver to Parent and Merger Sub separate
schedules reflecting (i) a true and complete list of record holders of the
issued and outstanding Company Common Stock, including the number of shares
of
Common Stock held by such record holders, and (ii) a true and complete list
of
record holders of the issued and outstanding Company Class B Common Stock,
including the number of shares of each series of Company Class B Common Stock
held by such record holders. Prior to Parent making payment of the Merger
Consideration, the Company shall execute and deliver to Parent a certificate
setting forth the good faith calculation of the Company of the Per Share Merger
Consideration, the aggregate Per Share Merger Consideration, the percentage
of
the Cash Bonus Consideration, the percentage of the Contingent Consideration
and
the percentage of the Additional Consideration payable to each of the holders
of
Company Common Stock and Company Class B Common Stock (the “Merger
Consideration Allocation Certificate”).
The
Merger Consideration Allocation Certificate shall be deemed to be a
representation and warranty of the Company hereunder. In no event shall Parent
be required to transfer the Merger Consideration unless and until the Merger
Consideration Allocation Certificate has been executed and delivered by the
Company and approved by Parent. Parent shall be entitled to rely entirely upon
the Merger Consideration Allocation Certificate in connection with making
payment of the Merger Consideration and no holder of Company Common Stock or
Company Class B Common Stock shall be entitled to make any claim in respect
of
the allocation of the Merger Consideration made by Parent to or for the benefit
of any holder of Company Common Stock or Company Class B Common Stock to the
extent that the payment is made in a manner consistent with the Merger
Consideration Allocation Certificate.
10. Amendment
to Section 2.07.
Section
2.07 of the Merger Agreement is hereby replaced in its entirety with the
following:
Section
2.07. Cash
Bonus Consideration.
In
addition to the Merger Consideration, Parent shall pay to the Stockholders,
on a
pro rata basis, a cash bonus relating to the financial performance of the
Company for each of the fiscal years ended December 31, 2008 and December 31,
2009 of up to $3,000,000, respectively. With respect to each of these fiscal
years, each Stockholder shall be eligible to receive a cash bonus calculated
as
follows (terms not defined in the Merger Agreement itself are defined in Exhibit
A hereto):
(a) If
the
Actual EBITDA Percentage for such fiscal year equals or exceeds 100% of the
Annual EBITDA Target for such fiscal year, then such Stockholder shall receive
an amount in cash equal to such Stockholder’s pro rata share of $3,000,000 for
such fiscal year.
(b) If
the
Actual EBITDA Percentage for such fiscal year equals or exceeds 90% and is
less
than 100% of the Annual EBITDA Target for such fiscal year, then such
Stockholder shall receive an amount in cash equal to such Stockholders’ pro rata
share of the product of (A) $3,000,000 and (B) (i) the Actual EBITDA for such
fiscal year divided by (ii) the Annual EBITDA Target for such fiscal
year.
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(c) If
the
Actual EBITDA Percentage for such fiscal year is less than 90% of the Annual
EBITDA Target for such fiscal year, then such Stockholder shall receive no
cash
bonus for such fiscal year.
(d) Notwithstanding
the foregoing, if the Company achieves more than 50% but less than
100% of the specified EBITDA milestone for 2008, and if the Company achieves
in
excess of 100% of the specified EBITDA milestone for 2009, then such Stockholder
will receive his or her pro rata share of a “catch-up” bonus payment for 2008,
calculated as described below. The “catch-up pro rata percentage” shall be equal
to a fraction, the numerator of which is the dollar amount by which the
Company’s 2009 actual EBIDTA exceeds the specified EBITDA milestone for 2009 and
the denominator of which shall be the dollar amount by which the Company’s 2008
actual EBIDTA falls short of the specified EBITDA milestone for 2008, provided,
however, that under no circumstances shall the “catch-up pro rata percentage”
exceed 100%. If the Company achieves more than 50%, but less than 75%, of the
specified EBITDA milestone for 2008, and if the Company achieves in excess
of
100% of the specified EBITDA milestone for 2009, then such Stockholder will
receive his or her pro rata share, following the determination of the Company’s
2009 year-end financial results, of a cash bonus payment in an amount equal
to
the product of (A) the catch-up pro rata percentage and (B) $3,000,000, up
to a
maximum of $2,250,000. If the Company achieves 75% or more, but less than 100%,
of the specified EBITDA milestone for 2008, and if the Company achieves in
excess of 100% of the specified EBITDA milestone for 2009, then such Stockholder
will receive his or her pro rata share, following the determination of the
Company’s 2009 year-end financial results, of a cash bonus payment in an amount
equal to the product of (A) the catch-up pro rata percentage and
(B) $3,000,000, up to a maximum of $3,000,000; provided,
however,
that
under no circumstances will the aggregate amount of the 2008 EBITDA cash bonus
consideration (aggregating both amounts paid following the determination of
the
Company’s 2008 year-end financial results and amounts paid following the
determination of the Company’s 2009 year-end financial results) exceed
$3,000,000.
(e) The
Annual EBITDA Target for each of the fiscal years ended December 31, 2008 and
December 31, 2009 are set forth in Table A of Exhibit A to this
Agreement.
11. Amendment
to Section 2.13(b).
Section
2.13(b) of the Merger Agreement is hereby replaced in its entirety with the
following:
(b) In
addition to the Merger Consideration and the Stock Contingent Consideration
paid
at the Closing, Parent shall pay to the Stockholders additional, aggregate
contingent consideration in cash in an amount up to (i) the amount of the
Maximum Revenue Contingent Cash and (ii) the amount of Maximum EBITDA Contingent
Cash, in each case calculated in accordance with the terms set forth in
Exhibit
A
of this
Agreement (the amount of contingent cash payments, if any, made pursuant to
this
subsection of the Agreement referred to collectively as the “Cash
Contingent Consideration”
and,
together with the Stock Contingent Consideration, the “Contingent
Consideration”).
12. Addition
of Subsection (c) to Section 2.13.
The
following provision is hereby added as subsection (c) to Section 2.13 of the
Merger Agreement to read in its entirety as follows:
(c) Notwithstanding
anything to the contrary contained in this Agreement or in Exhibit A to this
Agreement, the calculation of the Contingent Consideration pursuant to this
Section 2.13 shall include the financial results of operations of the business
of the Company and the financial results of operations of any businesses or
divisions that the Company shall acquire at any point in time following the
Closing Date, unless the board of directors determines otherwise after
evaluating the impact of each acquisition on the Company.
13. Amendment
to Section 5.07(b).
Section
5.07(b) of the Merger Agreement is hereby replaced in its entirety with the
following:
(b)
Merger
Sub is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of New York and has the requisite corporate power
and authority to own, lease and operate its assets and properties and to carry
on its business as it is now being or currently planned by Parent to be
conducted. Complete and correct copies of the charter documents of Merger Sub,
as amended and currently in effect, have been delivered to the Company or its
counsel. Merger Sub is not in violation of any of the provisions of the Merger
Sub’s charter documents.
14. Amendment
to Section 6.01(d).
Section
6.01(d) of the Merger Agreement is hereby replaced in its entirety with the
following:
(d)
declare,
set aside, make or pay any dividend or other distribution, payable in cash,
stock, property or otherwise, with respect to any of its capital
stock;
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15. Amendment
to Section 6.01(h).
Section
6.01(h) of the Merger Agreement is hereby replaced in its entirety with the
following:
(h)
pay,
discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise), other than the payment,
discharge or satisfaction in the ordinary course of business and consistent
with
past practice, and with respect to the Company only, such payment of liabilities
reflected or reserved against on the audited consolidated balance sheet of
the
Company dated as of December 31, 2007 previously presented to Parent and only
to
the extent of such reserves;
16. Amendment
to Section 6.22.
Section
6.22 of the Merger Agreement is hereby replaced in its entirety with the
following:
Section
6.22. [intentionally omitted]
17. Amendment
to Section 9.05.
Section
9.05 of the Merger Agreement is hereby replaced in its entirety with the
following:
Section
9.05. Threshold
for Damages.
Except
in the case of Damages in respect of fraud, the representations set forth in
Section 3.03 (Capitalization),
Section 3.09 (Employee
and Labor Matters),
Section 3.12 (Environmental
Matters),
Section 3.14 (Taxes),
Section 4.03 (Title
to Shares/Membership Interests),
Section 5.02 (Capitalization),
Section 5.13 (Employee
Benefit Plans),
Section 5.17 (Taxes)
and
Section 5.18 (Environmental
Matters),
an
Indemnified Person may not make a claim for Damages until the aggregate amount
of claims by Indemnified Persons exceeds $250,000; provided, however, that
once
the aggregate amount of Damages of Indemnified Persons exceed such threshold
amount, then the Indemnified Persons shall have the right to recover the full
amounts due without regard to the threshold. In determining the amount of any
Damage attributable to a breach, any materiality standard contained in a
representation, warranty or covenant of the Stockholders or the Company shall
be
disregarded.
18. Amendment
to Schedule 6.06(i).
Schedule 6.06(i) of the Merger Agreement is hereby replaced in its entirety
with
the following:
|
Allocation
Schedule
|
||||
|
Checking
/ Savings
|
$
|
122,652
|
||
|
Accounts
Receivable
|
118,876
|
|||
|
Undeposited
Funds
|
90,967
|
|||
|
Total
Current Assets
|
332,495
|
|||
|
Goodwill
|
835,010
|
|||
|
Total
|
$
|
1,500,000
|
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19. Amendment
to Exhibit A; Definition of EBITDA.
The
definition of EBITDA is hereby replaced in its entirety with the
following:
“EBITDA”
means
earnings before interest, taxes, depreciation and amortization, as calculated
in
accordance with GAAP to the extent that GAAP applies; provided, however, that
with respect to the calculation of Actual EBITDA for the Annual Contingent
Consideration Period ending December 31, 2008, EBITDA shall be adjusted to
exclude the following items from expenses: (i) up to an aggregate of $750,000
in
costs incurred by the Company in connection with (A) the Closing and (B) those
legal, accounting and other similar costs incurred by the Company solely as
a
result of its operation as a public company; (ii) up to an aggregate of $375,000
of general and administrative costs incurred in connection with the
establishment of a new office in Los Angeles, CA; (iii) up to an aggregate
of
$330,000 in costs associated with market research and investments in new
business initiatives; and (iv) the Black-Scholes valuation of any stock-based
awards granted during 2008 under the equity incentive plan that will be
implemented, subject to stockholder approval, at the time of the consummation
of
the Merger;
and
provided further that with respect to the calculation of Actual EBITDA for
the
Annual Contingent Consideration Periods ending December 31, 2009 and December
31, 2010, EBITDA shall be adjusted to exclude from expenses the Black-Scholes
valuation of any stock-based awards granted during 2008, 2009 or 2010, as
applicable, under the equity incentive plan that will be implemented, subject
to
stockholder approval, at the time of the consummation of the Merger.
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20. Addition
of Definition of Maximum EBITDA Target to Exhibit A.
The
following provision is hereby added as the definition of Maximum EBITDA Target
to Exhibit A of the Merger Agreement to read in its entirety as
follows:
“Maximum
EBITDA Target”
means
125% of the Annual EBITDA Target for each of Annual Contingent Consideration
Periods ending December 31, 2008, December 31, 2009 and December 31,
2010.
21. Addition
of Definition of Minimum EBITDA Target to Exhibit A.
The
following provision is hereby added as the definition of Minimum EBITDA Target
to Exhibit A of the Merger Agreement to read in its entirety as
follows:
“Minimum
EBITDA Target”
means
85% of the Annual EBITDA Target for each of Annual Contingent Consideration
Periods ending December 31, 2008, December 31, 2009 and December 31,
2010.
22. Addition
of Definition of Maximum Revenue Target to Exhibit A.
The
following provision is hereby added as the definition of Maximum Revenue Target
to Exhibit A of the Merger Agreement to read in its entirety as
follows:
“Maximum
Revenue Target”
means
125% of the Annual Revenue Target for each of Annual Contingent Consideration
Periods ending December 31, 2008, December 31, 2009 and December 31,
2010.
23. Addition
of Definition of Minimum Revenue Target to Exhibit A.
The
following provision is hereby added as the definition of Minimum Revenue Target
to Exhibit A of the Merger Agreement to read in its entirety as
follows:
“Minimum
Revenue Target”
means
90% of the Annual Revenue Target for the Annual Contingent Consideration Period
ending December 31, 2008, and 85% of the Annual Revenue Target for each of
the
Annual Contingent Consideration Periods ending December 31, 2009 and December
31, 2010.
24. Amendment
to Section 2(a)(i)(1).
Section
2(a)(i)(1) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
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1)
|
If
revenue, as calculated in accordance with GAAP, for an Annual Contingent
Consideration Period (the “Actual
Revenue”) equals
or exceeds the Maximum Revenue Target for such fiscal year, then
(1) the
number of shares of Parent Common Stock equal to the Maximum Revenue
Contingent Stock for such Stockholder with respect to such fiscal
year, as
set forth in Table B, shall vest and (2) such Stockholder shall receive
an
amount in cash equal to such Stockholder’s Maximum Revenue Contingent Cash
with respect to such fiscal year, as set forth in Table B.
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25. Amendment
to Section 2(a)(i)(2).
Section
2(a)(i)(2) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
|
2)
|
If
the Actual Revenue for a fiscal year equals or exceeds the Minimum
Revenue
Target and is less than the Maximum Revenue Target for such fiscal
year,
then (1) with respect to each Stockholder, a number of shares of
Parent
Common Stock shall vest equal to the product of (A) such Stockholder’s
Maximum Revenue Contingent Stock for such fiscal year, as set forth
in
Table B, and (B) (i) the Actual Revenue for such fiscal year divided
by
(ii) 125% of the Annual Revenue Target for such fiscal year (the
“Annual Revenue
Percentage”)
and (2) each Stockholder shall receive an amount in cash equal to
the
product of (A) the Stockholder’s respective Maximum Revenue Contingent
Cash for such fiscal year, as set forth in Table B, and (B) the Annual
Revenue Percentage for such fiscal year; and any remainder of such
Stockholder’s Maximum Revenue Contingent Stock or Maximum Revenue
Contingent Cash shall be forfeited.
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26. Amendment
to Section 2(a)(i)(3).
Section
2(a)(i)(3) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
|
3)
|
If
the Actual Revenue for a fiscal year is less than the Minimum Revenue
Target for such fiscal year, then (1) none of a Stockholder’s Maximum
Revenue Contingent Stock for such fiscal year shall vest and all
such
shares shall be forfeited and (2) no Stockholder shall receive any
cash
payment with respect to his or her Maximum Revenue Contingent Cash
for
such fiscal year and such Maximum Revenue Contingent Cash shall be
forfeited.
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27. Amendment
to Section 2(a)(ii)(1).
Section
2(a)(ii)(1) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
|
1)
|
If
Actual EBITDA for an Annual Contingent Consideration Period equals
or exceeds the Maximum EBITDA Target for such fiscal year, then (1)
the
number of shares of Parent Common Stock equal to the Maximum EBITDA
Contingent Stock for such fiscal year with respect to such Stockholder,
as
set forth on Table C, shall vest and (2) such Stockholder shall receive
an
amount in cash equal to such Stockholder’s Maximum EBITDA Contingent Cash
for such fiscal year, as set forth in Table C.
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28. Amendment
to Section 2(a)(ii)(2).
Section
2(a)(ii)(2) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
|
2)
|
If
the Actual EBITDA for a fiscal year equals or exceeds the Minimum
EBITDA
Target and is less than the Maximum EBITDA Target for such fiscal
year,
then (1) with respect to each Stockholder, a number of shares of
Parent
Common Stock shall vest equal to the product of (A) such Stockholder’s
Maximum EBITDA Contingent Stock for such fiscal year, as set forth
on
Table C, and (B) (i) the Actual EBITDA for such fiscal year divided
by
(ii) 125% of the Annual EBITDA Target for such fiscal year (the
“Annual EBITDA
Percentage”)
and (2) each Stockholder shall receive an amount in cash equal to
the
product of (A) the Stockholder’s respective Maximum EBITDA Contingent Cash
for such fiscal year, as set forth on Table C, and (B) the Annual
EBITDA
Percentage for such fiscal year; and any remainder of such Stockholder’s
Maximum EBITDA Contingent Stock or Maximum EBITDA Contingent Cash
shall be
forfeited.
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29. Amendment
to Section 2(a)(ii)(3).
Section
2(a)(ii)(3) of Exhibit A of the Merger Agreement is hereby replaced in its
entirety with the following:
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3)
|
If
the Actual EBITDA for a fiscal year is less than the Minimum EBITDA
Target
for such fiscal year, then (1) none of a Stockholder’s Maximum EBITDA
Contingent Stock for such fiscal year shall vest and all such shares
shall
be forfeited and (2) no Stockholder shall receive any cash payment
with
respect to his or her Maximum EBITDA Contingent Cash for such fiscal
year
and such Maximum EBITDA Contingent Cash shall be forfeited.
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30. Amendment
to Footnote 1 to Table A of Exhibit A.
Footnote 1 to Table A of Exhibit A of the Merger Agreement is hereby replaced
in
its entirety with the following:
1
The
numbers in these tables assume (1) $5.77 stock price (although the actual price
used for this calculation will be the Trailing Closing Average Price), (2)
$11M
total contingent consideration ($4M in 2008, $4M in 2009 and $3M in 2010),
(3)
cash/stock split = 1/3 and 2/3, (4) Revenue/EBITDA split = 1/2 and 1/2. Numbers
in tables B and C don’t add due to rounding.
31. Conflict.
In the
event of conflict between this Amendment and the Merger Agreement, this
Amendment shall prevail.
32. No
Other Amendment.
Except
as expressly provided in this Amendment, no other amendments to the Merger
Agreement are made by this Amendment.
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33. Continuing
Effectiveness.
Except
as amended by this Amendment, the Merger Agreement shall continue in full force
and effect in accordance with its terms.
34. Governing
Law.
This
Amendment shall be governed by, and construed and enforced in accordance with,
the law of the State of New York other than conflicts of law principles thereof
directing the application of any law other than that of New York.
35. Counterparts;
Facsimiles.
This
Amendment may be executed in two (2) or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the
same instrument. This Amendment may be executed by facsimile
signature.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF, the undersigned have executed this Amendment or have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized representatives as of the day and year first above
written.
| By: | /s/ Xxxxx Xxxxx / /s/ Xxxx Xxxxxxx | |
|
Name:
Xxxxx Xxxxx / Xxxx Xxxxxxx
|
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|
Title:
CEO / V.P.
|
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|
FAC
ACQUISITION SUB CORP.
|
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| By: | /s/ Xxxxx Xxxxx / /s/ Xxxx Xxxxxxx | |
|
Name:
Xxxxx Xxxxx / Xxxx Xxxxxxx
|
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|
Title:
CEO / V.P.
|
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PSYOP,
INC.
|
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| By: | /s/ Xxxx Xxxxx | |
|
Name:
Xxxx Xxxxx
|
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|
Title:
President
|
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|
PSYOP
SERVICES, LLC
|
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| By: | /s/ Xxxx Xxxxx | |
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Name:
Xxxx Xxxxx
|
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|
Title:
President
|
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| /s/ Xxxxxx Xxxxx-Xxxxxxxx | |||
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XXXXXX
XXXXX-XXXXXXXX
|
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| /s/ Hejung Xxxxx Xxxx | |||
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HEJUNG
XXXXX XXXX
|
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| /s/ Xxxxxx Xxxx | |||
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XXXXXX
XXXX
|
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| /s/ Kylie Matulick | |||
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KYLIE
MATULICK
|
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| /s/ Xxxx Xxxxx | |||
|
XXXX XXXXX
|
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| /s/ Xxxxxx Xxxx Xxxxxxx | |||
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XXXXXX
XXXX XXXXXXX
|
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| /s/ Xxxxxx Xxxxxxxx | |||
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XXXXXX
XXXXXXXX
|
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| /s/ Xxxxx Xxxxx | |||
|
XXXXX
XXXXX
|
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| /s/ Xxxxxxxxxxx Xxxxxx | |||
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XXXXXXXXXXX
XXXXXX
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STOCKHOLDERS’
REPRESENTATIVE
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By:
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/s/ Xxxxxx Xxxxx-Xxxxxxxx | ||
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Xxxxxx
Xxxxx-Xxxxxxxx
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