AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2005 by and among CKX, Inc.,Merger Agreement • November 15th, 2005 • CKX, Inc. • Services-motion picture & video tape production • New York
This AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2005 (this “Agreement”), by and among CKX, Inc., a Delaware corporation (the “Parent”), MBST Acquisition Corp., a California corporation (“M-Sub”), and Focus Acquisition Corp., a California corporation (“F-Sub” and, collectively with M-Sub, the “Merger Subs”), Lawrence Brezner, David Steinberg and Stephen Tenenbaum (collectively, the “Principals”), The Lawrence Brezner Living Trust (the “L Trust”), The Steinberg/Thayer Living Trust (the “S Trust”) and the Tenenbaum Living Trust (the “T Trust” and, collectively with the L Trust and the S Trust, the “Sellers”), and Morra, Brezner, Steinberg & Tenenbaum Entertainment, Inc., a California corporation (“MBST”), Focus Enterprises, Inc., a California corporation (“Focus”), and StepTeco, Inc., a California corporation (“StepTeco” and, collectively with MBST, Focus, Uncle Dave’s (as defined in Section 5.5 hereof) and Productions (as defined in Section 5.5 hereof), the “Companies”). The Pare
