Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This amendment to the Agreement and Plan of Merger dated October 25, 2004
(the "Agreement") is entered into as of December 30, 2004, by and among Nannaco,
Inc., a Texas corporation ("NNCO"), Nannaco Acquisitions, Inc., a Delaware
corporation ("Acquisition Sub"), and NAZZ Productions, Inc., a Pennsylvania
corporation ("NAZZ").
RECITALS
A. NNCO and NAZZ wish to extend the period during which the proposed merger must
close or automatically terminate for the purposes of providing additional time
to undertake due diligence in connection with the proposed merger.
Accordingly, the parties hereby agree as follows:
Section 8 of the Agreement is deleted in its entirety and replaced as follows:
8. Termination of Agreement. This Agreement shall terminate as follows:
(a) at any time prior to the Effective Time by the mutual written
agreement of all parties;
(b) by NAZZ, in the event of a breach of any of the representations
or warranties or covenants made by NNCO in this Agreement that has not been
cured within 30 days after notice of such breach as delivered to NNCO by NAZZ;
(c) by NNCO in the event of any of the representations or warranties
made by NAZZ in this Agreement that has not been cured within 30 days after
notice of such breach as delivered to NAZZ by NNCO; or
(d) by either NNCO or NAZZ if the Closing shall have not occurred by
March 31, 2005 (the "Upset Date") provided, however, that the right to terminate
this Agreement pursuant to this clause shall not be available to any party whose
failure to fulfill any obligation of this Agreement has been the cause of, or
resulted in, the failure of the closing to have been effected on or prior to
such date.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date first listed above.
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NANNACO, INC.:
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer
NAZZ:
NAZZ PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxx
Title: President and Chief Executive Officer
ACQUISITION SUB:
NANNACO ACQUISITION, INC.
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: President and Secretary
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