AMENDMENT TO SHARE EXCHANGE AGREEMENT
AMENDMENT
TO SHARE EXCHANGE AGREEMENT
THIS
AMENDMENT TO SHARE EXCHANGE AGREEMENT is made as of the 21st day of December,
2007, by and among RTG Ventures, Inc., a Florida corporation, Atlantic Network
Holdings Limited (f/k/a Advanced Risk Management (Guernsey)) Limited, a Guernsey
company limited by shares, the Outside Stockholders Listed on Exhibit A Hereto
and New Media Television (Europe) Limited, a United Kingdom private company
limited by shares.
WITNESSETH
WHEREAS,
the parties hereto have entered into a certain Share Exchange Agreement, dated
March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network holdings
Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media
Television (Europe) Limited (the “Agreement”);
and
WHEREAS,
the parties desire to amend certain of the terms and conditions contained in
the
Agreement, as set forth below.
NOW,
THEREFORE, the parties hereby agree, and the Agreement is hereby amended, as
follows:
1. |
All
Capitalized terms used and not otherwise defined herein shall have
the
meanings assigned to such terms in the
Agreement.
|
2. |
Section
1.1 of the Agreement is hereby amended by deleting “One Hundred Fifty Two
Million Seven Hundred Sixty-Seven Thousand One Hundred Thirty-Four
(152,767,134)” and substituting therefore, “One Hundred Twenty-Seven
Million Three Hundred Five Thousand Nine Hundred Forty-Five
(127,305,945)”.
|
3. |
Section
1.6 of the agreement is hereby amended by deleting “16,974,126” and
substituting therefor “42,435,315”.
|
4. |
Section
2.5 of the Agreement is hereby amended to read in ti s entirety as
follows:
|
“2.5
Stock
Ownership:
Sellers own all of the issued and outstanding shares of the Company and Holdings
owns a majority of the issued and outstanding shares of the Company; the Company
owns all of the issued and outstanding shares of each of New Media Studios
Limited ("New
Media"),
Hanborough Investments Limited and Atlantic Television Limited and on the
Closing Date will own all of the issued and outstanding shares of Ecommercenet
Limited (“Ecommercenet”);
and
New Media owns all of the issued and outstanding shares of Moonlit Pictures
Limited, Purple Haze Productions Limited and Research Services International
Limited; and Ecommercenet owns all of the issued and outstanding shares of
Epaypoint plc; and Epaypoint plc owns all of the issued nad outstanding shares
of each of Pacifica Holdings Limited and Web-Pay Limited, in each and every
case
free and clear of all liens and encumbrances whatsoever. There is no voting
trust, agreement or arrangement affecting the nomination or election of
directors or the exercise of the voting rights of any of the Companies capital
stock.”
5. |
Section
3.4 of the Agreement is hereby amended by deleting “16,974,126” and
substituting therefor “42,435,315.”
|
6. |
Section
7.2(h) is hereby amended to read in its entirety as
follows:
|
“(h)
Deposit
into Escrow; Severance Payments.
Holdings and the Company shall have deposited into an escrow account, to be
maintained by Xxxxxx Xxxxxxxxxx Lesser & Xxxxx, LLP as escrow agent pursuant
to an Escrow Agreement, substantially in the form annexed hereto as Exhibit
D,
an
aggregate of One Million Dollars ($1,000,000), as follows: $85,000 shall be
deposited upon the filing of RTG’s Current Report on Form 8-K with respect to
this Agreement with the SEC and shall be nonrefundable, and $915,000 (which
includes the amount referred to in Section 7.2(n)) shall be deposited at such
time when the parties shall by mutual agreement select the Closing Date
hereunder but in no event less than seven days prior to such Closing Date.
In
the event that the Closing hereunder shall not have taken place by such agreed
upon Closing Date, then $915,000 shall be returned to Holdings. In the event
that the Closing shall take place on or before such agreed-upon Closing Date,
then $115,000 of such funds shall be paid at the Closing to each of Ms. Xxxxx
Xxxxx (“Xxxxx”),
RTG’s
President and Chief Executive Officer, and Lancer Corporation (“Lancer”),
a
corporation wholly-owned by Xx. Xxxxxxxxxx Xxxxxxxx, RTG’s Chief Financial
Officer, in settlement of certain debts owed by RTG to Xx. Xxxxx and Lancer.”
7. |
Exhibit
A
to
the Agreement is amended by replacing such Exhibit in its entirety
with
Exhibit
A
hereto.
|
8. |
The
Agreement shall continue in full force and effect as amended
hereby.
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the 21st day
of
December, 2007.
RTG:
RTG
VENTURES, INC.
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chief Executive Officer
HOLDINGS:
ATLANTIC
NETWORK HOLDINGS LIMITED
By:
Xxxxx
X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Director
THE
COMPANY:
NEW
MEDIA
TELEVISION (EUROPE) LIMITED
By:
Xxx
Xxxxxxxxx
Name:
Xxx
Xxxxxxxxx
Title:
Director
EXHIBIT
A
List
of stockholders of New Media Television (Europe) Limited and the number of
shares of
RTG
Common Stock to be issued to each Seller.
Shareholders of New Media Television (Europe) Ltd |
Shares
Held
|
RTG
Shares to
be
Received
|
|
1.
|
Atlantic
Network Holdings Ltd
|
3,786,588
|
110,648,504
|
St
George's House St George's Place
|
|||
St
Xxxxx Port Guernsey GY1 1JS
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|||
2.
|
Gudaaz
Holdings Ltd
|
400,010
|
14,378,443
|
3.
|
SN
& XX Xxxxxxx
|
63,402
|
2,278,998
|