SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
EXHIBIT
2.3
SECOND
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
Second Amendment to Agreement and Plan of Merger (this “Second Amendment”) is
made as of this 30th day of
April 2008, among Zealous Trading Group, Inc. (fka Atlantic Syndication Network,
Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a Delaware corporation and
wholly owned subsidiary of ZTG (“ASNI II”) and Zealous Holdings, Inc., a
Delaware corporation (“ZH”).
WHEREAS, on July 16, 2007,
ZTG, ASNI II and ZH entered into that certain Agreement and Plan of Merger
(“Merger Agreement”);
WHEREAS, the Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the
Merger Agreement, ZH will merge with and into ASNI-II, with ASNI-II as the
surviving corporation of the merger (the “Merger”). As a result of
the Merger, ZH will become a wholly owned subsidiary of ZTG, through which its
operations will be conducted.
WHEREAS, the Merger Agreement
indicates that ZH has two hundred sixty thousand two hundred sixteen (260,216)
shares of preferred stock with a par value of $0.0001 per share;
WHEREAS, pursuant to section
7.1(b) of the Merger Agreement, the Merger Agreement may be terminated at any
time prior to the closing of the Merger if the closing has not consummated on or
before March 1, 2008, which date may be extended by written agreement of ZTG and
ZH;
WHEREAS, the parties have
agreed to amend certain covenants and closing requirements as indicated in the
Merger Agreement;
WHEREAS, the “Balance Sheet
Date” is defined as June 30, 2007;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. The
terms of the Merger Agreement and any ancillary documents in connection with the
Merger Agreement are incorporated herein by this reference. All
capitalized terms not otherwise defined herein shall have the meaning as set
forth in the Merger Agreement.
2. The
parties acknowledge that due to the issuance of Class B common stock and
preferred stock by the Company following the execution of the Merger Agreement,
the Company Shares now consist of Five Million (5,000,000) shares of Class A
common stock with a par value of $0.0001 per share; One Million Six Hundred
Thirty-Three Thousand Eight Hundred Thirty-Eight (1,633,838) shares of Class B
common stock with a par value of $0.0001; and a contractual obligation to issue
Two Hundred Sixty Eight Thousand (268,000) shares of preferred
stock.
3. In
Article II, Section 2.2(a) of the Merger Agreement, the language “Xxxxx Xxxxxxx
LLP” is deleted in its entirety and replaced with “OTC Stock
Transfer.”
4. The
first sentence of Article III, Section 3.1(f) of the Merger Agreement is amended
to read as follows: “The authorized capital stock of the Company
consists of Five Million (5,000,000) shares of Class A common stock with a par
value of $0.0001 per share; Three Million (3,000,000) shares of Class B common
stock with a par value of $0.0001; and Two Million (2,000,000) shares of
preferred stock, of which the Company has issued Five Million (5,000,000) shares
of Class A common stock with a par value of $0.0001 per share and One Million
Six Hundred Thirty-Three Thousand Eight Hundred Thirty-Eight (1,633,838) shares
of Class B common stock with a par value of $0.0001; in addition, the
Company has a contractual obligation to issue Two Hundred Sixty Eight Thousand
(268,000) shares of preferred stock.”
5. Article
III, Section 3.1(i) of the Merger Agreement is amended such that the language
“June 30, 2007” is replaced with “December 31, 2007.”
6. The
first sentence of Article III, Section 3.2(f) of the Merger Agreement is amended
to read as follows: “The authorized capital stock of the Parent
consists solely of 1,500,000,000 shares of common stock, par value $0.001 per
share, of which 50,000,000 shares remain issued and outstanding.”
7. Article
IV, Section 4.10(a) of the Merger Agreement is amended such that “three
promissory notes” is deleted and replaced with “one promissory
note”.
8. The
parties acknowledge that the consideration referenced in Article IV, Section
4.10(a)(i) has already been paid and that no further obligation arising under
such subsection remains.
9. Article
IV, Section 4.10(a)(ii) of the Merger Agreement is deleted in its entirety and
replaced with: “The parties will issue at Closing notes for the remaining
balance due to Xx. Xxxxx approximately $166,637 and will cooperate to allocate
the remaining balance due to rent, compensation and accrued loan
payable. Such notes shall be substantially in the form attached
hereto as Exhibit aa.”
10. In
the first sentence of Article IV, Section 4.13(a) of the Merger Agreement, the
phrase “to convene a special meeting of its stockholders” is amended to read,
“to obtain a written consent in lieu of a special meeting of its
stockholder.”
11. Article
V, Section 5.2(i) of the Merger Agreement is deleted.
12. Article
VI, Section 6.2(h) of the Merger Agreement is amended such that the entire
section is deleted and replaced with “a certificate of the Company, in form and
substance reasonably satisfactory to the Parent, dated the Closing Date and
signed by the President and the Chief Financial Officer of the Company,
evidencing compliance with the conditions set forth in SECTIONS 5.2(a) and
5.2(b).”
13. Article
VI, Section 6.2(i) of the Merger Agreement is deleted.
14. Article
VI, Section 6.3(d) of the Merger Agreement is amended such that “Parent and” is
deleted.
15. Article
VI, Section 6.3(e) of the Merger Agreement is amended such that “Parent and” is
deleted.
16. Article
VI, Section 6.3(f) of the Merger Agreement is deleted and replaced with “a
resolution of the Parent appointing the directors of the Company (or their
designees) as the directors of the Surviving Entity”.
17. Article
VI, Section 6.3(k) of the Merger Agreement is deleted.
18. Article
VI, Section 6.3(l) of the Merger Agreement is deleted.
19. Article
VI, Section 6.3(m) of the Merger Agreement is deleted and replaced with “(i)
evidence that the Parent’s board of directors is authorized to consist of four
individuals, (ii) evidence of the appointment of such directors of Merger Sub as
designated by the Company to serve immediately following the Closing Date and
(iii) evidence of the appointment of such executive officers of Merger Sub to
serve immediately upon the Closing Date as shall have been designated by the
Company; and”.
20. Article
VII, Section 7.1(b) of the Merger Agreement is amended in part such that the
language “March 1, 2008” is deleted in its entirety and replaced with “May 16,
2008, or such other date as mutually agreed by the respective boards of
directors.”
21. Article
IX, Section 9.1(b) of the Merger Agreement is amended in part such that the
language “Xxxxx Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000, Att:
Xxxxxx Xxxxxx” is deleted in its entirety and replaced with “Zealous Holdings,
Inc., 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attn: Xxxxx
Xxxxxxxxx.”
22. Except
as amended by this Second Amendment to the Merger Agreement, all terms and
conditions of the Merger Agreement and that certain Amendment to Merger
Agreement dated February 15, 2008, remain in full force and effect.
[Signatures
on following page]
This
Second Amendment to Agreement and Plan of Merger is dated as of the day and year
first above written.
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/s/ XXXXXX XXXX,
III
By:
Xxxxxx “Xxxx” Xxxx, III
Chief
Executive Officer and President
ZEALOUS
HOLDINGS, INC.
/s/ SOTHI
THILLAIRAJAH
By:
Sothi Thillairajah
Chief
Operating Officer
ASNI
II, INC.
/s/ XXXX X. XXXXX,
XX.
By:
Xxxx X. Xxxxx, Xx.
President
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