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EXHIBIT 2.2
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment"), amending that certain Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated June 4, 1997 by and among Sanctuary Xxxxx
Multimedia Corporation, a Delaware corporation ("Parent"), Teacher Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), Theatrix Interactive, Incorporated, a Delaware Corporation (the
"Company"), Xxxx Xxxxxxx as Securityholder Agent and First Trust of California,
National Association as Escrow Agent, is made by and among Parent and the
Company as of this 8th day of August, 1997.
RECITALS
WHEREAS, prior to the Closing, Parent and the Company wish to amend the
agreement and the closing condition regarding the composition of the Board of
Directors of the combined company (the "Board") as set forth under Sections 5.13
and 7.2(c), respectively, of the Reorganization Agreement so that the Board
shall be composed of four persons, three of whom shall have served on the Board
of Directors of Parent immediately prior to the Effective Time and one of whom
shall be Xxxxx Xxxxxxxxx; and
WHEREAS, Section 9.3 of the Reorganization Agreement provides that the
Reorganization Agreement may be amended, prior to Closing, by execution of an
instrument in writing signed by Parent and the Company;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Definitions. Unless otherwise indicated herein, words and terms which
are defined in the Reorganization Agreement shall have the same meaning
where used herein.
2. Amendments to Reorganization Agreement. Section 5.13 of Article V of
the Reorganization Agreement and Section 7.2(c) of Article VII of the
Reorganization Agreement shall each be amended and restated in their
entirety so that each of such sections shall be and read as follows:
"Board of Directors of the Combined Company. The Board of Directors of
Parent will take all actions necessary to cause the Board of Directors
of Parent, immediately after the Effective Time, to consist of four
persons, three of whom shall have served on the Board of Directors of
Parent immediately prior to the Effective Time and one of whom shall be
Xxxxx Xxxxxxxxx."
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3. Continued Validity of Reorganization Agreement. Except as amended
hereby, the Reorganization Agreement shall continue in full force and
effect as originally constituted and is ratified and affirmed by the
parties hereto.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned parties have each caused this
Amendment to be executed as of the date first above written.
PARENT:
SANCTUARY XXXXX MULTIMEDIA
CORPORATION
By: /s/ XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
President and Chief Executive
Officer
COMPANY:
THEATRIX INTERACTIVE, INCORPORATED
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
President and Chief Executive
Officer
SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
