FIRST AMENDMENT TO MASTER CONTRIBUTION AGREEMENT
Exhibit
2.2
FIRST
AMENDMENT TO
This
First Amendment to Master Contribution Agreement (this “Amendment”)
is
entered into as of March 15, 2006 by and among Genius Products, Inc., a Delaware
corporation (“Genius”),
The
Xxxxxxxxx Company LLC, a Delaware limited liability company (“TWC”),
and
The Xxxxxxxxx Company Holdings LLC, a Delaware limited liability company (the
“Distributor”),
and
amends that certain Master Contribution Agreement entered into by and among
the
parties dated December 5, 2005 (the “Agreement”).
Capitalized
terms and matters of construction deemed or established in the Agreement shall
be applied in this Amendment as defined or established in the Agreement.
RECITAL
A. The
parties desire to amend the Agreement to change the Outside Date, as defined
in
Section 7.1(b)(i) of the Agreement, from April 15, 2006 to May 31, 2006.
AGREEMENT
In
consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Amendment and the Agreement, and intending
to
be legally bound hereby, the parties hereby agree as follows:
1. Change
of Outside Date.
Effective as of the date hereof, the defined term “Outside Date”, as defined in
Section 7.1(b)(i) of the Agreement, shall be changed from April 15, 2006 to
May
31, 2006 for all
purposes under the Agreement.
2. Effect
of Amendment.
Except as expressly provided in this Amendment, the Agreement shall remain
unchanged and shall continue in full force and effect.
3. Counterparts.
This Amendment may be signed by the parties in counterparts, which together
shall constitute one and the same agreement among the parties.
[Signature
page to follow]
1
Exhibit
2.2
IN
WITNESS WHEREOF, each of the parties has caused this First Amendment to Master
Contribution Agreement to be executed on its behalf as of the date first written
above.
|
“Genius”
GENIUS
PRODUCTS, INC.
By:
/s/
Xxxxxx Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Title:
CEO
|
“TWC”
THE
XXXXXXXXX COMPANY LLC
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
EVP & CFO
|
|
“Distributor”
THE
XXXXXXXXX COMPANY
HOLDINGS
LLC
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
EVP & CFO
|
2
