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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
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BY AND AMONG
SPORTING MAGIC, INC.,
CMJ ACQUISITION COMPANY,
CMJ VENTURES, INC.
and
XXXX XXXXXX, XXXX XXXXXX AND XXXX XXXXXX
May 16, 2002
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this
"AMENDMENT") is entered into as of May 16, 2002, by and among (i) Sporting
Magic, Inc., a Delaware corporation ("SMI"), (ii) CMJ Acquisition Company, a
Delaware corporation and wholly owned subsidiary of SMI ("MERGER SUB"), (iii)
CMJ Ventures, Inc., a Florida corporation ("CMJ") and (iv) each of Xxxx Xxxxxx,
Xxxx Xxxxxx and Xxxx Xxxxxx (collectively, the "Stockholders"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Merger Agreement (as defined below).
W I T N E S S E T H :
WHEREAS, SMI, Merger Sub, CMJ and the Stockholders are parties to
that certain Agreement and Plan of Merger, dated as of March 1, 2002, a copy of
which is attached hereto as Exhibit A (the "MERGER AGREEMENT"); and
WHEREAS, the parties hereto wish to amend the Merger Agreement as
set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties do hereby agree, subject
to the terms and conditions hereinafter set forth, as follows:
ARTICLE I
THE MERGER
1.3 Merger Consideration.
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Section 1.3 of the Merger Agreement is hereby deleted in its
entirety and replaced with the following:
"Section 1.3 MERGER CONSIDERATION. For purposes of this agreement,
"Merger Consideration" shall mean, in the aggregate, (i) 1,400,000 shares of SMI
voting common stock, $.0001 par value per share, all unencumbered and free and
clear of all liens, charges, pledges, security interests or any other
restrictions except for those as may be imposed by federal or state securities
laws (collectively, the "SMI COMMON STOCK") and (ii) 4 shares of SMI's Series A
preferred stock, $.0001 par value per share, all unencumbered and free and clear
of all liens, charges, pledges, security interests or any other restrictions and
created pursuant to a certificate of designation substantially similar to the
form of certificate of designation attached hereto as Exhibit A (collectively,
the "SMI PREFERRED STOCK"). At the Effective Time, by virtue of the Merger, and
without further action by any person or entity, each issued and outstanding
share of CMJ Stock (as defined in Section 2.2) shall automatically converted
into the right to receive 2,545.4545 shares of SMI Common Stock and 0.00727
shares of SMI Preferred Stock. Schedule 1.3 sets forth to whom and in what
denominations the Merger Consideration is to be allocated
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amongst the Stockholders or their designees. Fractional shares of either SMI
Common Stock or SMI Preferred Stock to be issued hereunder shall be rounded to
the nearest whole number."
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year hereinabove first set forth.
SPORTING MAGIC, INC.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Chairman
CMJ VENTURES, INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President
CMJ ACQUISTION COMPANY
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Chairman
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
/s/ Xxxx Xxxxxx
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XXXX XXXXXX
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