THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
10.2
THIRD
AMENDMENT TO
THIS
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered
into as of September 17, 2007, by and among FILTERING ASSOCIATES, INC., (“FAI”),
a Nevada corporation, and Xxxxx Xxxxx and Xxxxxx Xxxxxxx, individual
stockholders of FAI (the “FAI Stockholders”), on the one hand, and MATINEE MEDIA
CORPORATION, a Texas corporation (the “Company”), on the other
hand.
BACKGROUND
A. FAI,
the FAI Stockholders and the Company entered into an Agreement and Plan of
Merger (the “Agreement”) on April 13, 2006. All capitalized terms
used herein have the same meanings given to them in the Agreement.
B. On
December 18, 2006, FAI, the FAI Stockholders and the Company entered into a
First Amendment to Agreement and Plan of Merger, amending the
Agreement.
C. On
May 31, 2007, FAI, the FAI Stockholders and the Company entered into a Second
Amendment to Agreement and Plan of Merger, amending the Agreement.
D. Each
of FAI, the FAI Stockholders and the Company desires to amend the Agreement
again by entering into this Amendment.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereby agree as follows:
1.
Section 7.01(c) of the Agreement is hereby amended to read in its entirety
as
follows:
“(c) by
either FAI or the Company, so long as such party is not in breach hereunder,
if
the Merger shall not have been consummated on or before February 29, 2008 (other
than as a result of the failure of the party seeking to terminate this Agreement
to perform its obligations under this Agreement required to be performed at,
or
prior to, the Effective Time of the Merger, in which event such party may not
terminate this Agreement pursuant to this provision for a period of ten days
following such party’s cure of such failure); provided, however,
that if either FAI or Company requests an extension of the Closing after this
date and the other party consents in writing, then neither party may
terminate this Agreement under this provision until the expiration of such
extension period;”
2. Except
as and to the extent expressly
amended by this Amendment, the Agreement remains in full force and effect in
accordance with its terms.
3. This
Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered will be an original, but all such counterparts will together
constitute one and the same instrument.
[signature
page
follows]
1
IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers
to
execute this Amendment as of the date first above written.
|
FAI
STOCKHOLDERS:
|
|
|
FILTERING
ASSOCIATES, INC.
|
|
|
|
|
|
|
|
|
/s/
Xxxxx Xxxxx
|
|
|
/s/
Xxxxx Xxxx
|
|
|
Name:
Xxxxx Xxxxx
|
|
|
Name:
Xxxxx Xxxx
|
|
|
|
|
|
Its:
President
|
|
|
|
|
|
|
|
|
/s/
Xxxxxx Xxxxxxx
|
|
|
|
|
|
Name:
Xxxxxx Xxxxxxx
|
|
|
|
|
|
|
|
|
MATINEE
MEDIA CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Xxxxxx Xxxxxx
|
|
|
|
|
|
Name:
Xxxxxx Xxxxxx
|
|
|
|
|
|
Title:
President
|
|
2
