AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDIA ARTS GROUP, INC., MAIN STREET ACQUISITION COMPANY, INC. AND THOMAS KINKADE DATED AS OF OCTOBER 31, 2003Ii Agreement and Plan of Merger • November 3rd, 2003 • Media Arts Group Inc • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of October 31, 2003, by and among Media Arts Group, Inc., a Delaware corporation (the "Company"), Main Street Acquisition Company, Inc., a Delaware corporation ("Mergerco"), and Thomas Kinkade (the "Principal Affiliated Stockholder").
Media Arts Group, Inc. 900 Lightpost Way Morgan Hill, CA 95037 June 17, 2003Media Arts Group Inc • November 3rd, 2003 • Commercial printing • California
In order to allow you (the "Receiving Party") to evaluate a potential negotiated transaction (a "Transaction") involving Media Arts Group, Inc., a Delaware corporation (the "Disclosing Party"), the Disclosing Party has delivered and will deliver to the Receiving Party, upon the execution and delivery of this letter agreement by the Receiving Party, certain information about its properties, employees, finances, businesses and operations. All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter agreement as "Proprietary Information." For purposes of this letter agreement, however, the t
