Exhibit 10.27
Amendment No. 1 to Agreement and Plan of Merger
Amendment No. 1 ("Amendment No. 1") dated as of February 8, 1999,
amending the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
January 25, 1999, by and among Interactive Magic, Inc., iMagicOnline
Corporation, MPG-Net, Inc., Multiplayer Games Network, Inc., Tantalus, Inc.,
Donn A. Clendenon and James Hettinger.
WHEREAS, the parties hereto desire to amend the Merger Agreement in
certain respects;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings provided therefor in the Merger
Agreement.
2. Amendment to Merger Agreement. The Merger Agreement is
hereby amended as set forth in this Section 2.
Section 2.4 of the Merger Agreement is hereby amended to read
in its entirety as follows:
"2.4 Merger Consideration. The "Merger Consideration" shall
mean that number of shares of Purchaser Common Stock equal to 750,000,
reduced by any shares of Common Stock issued by Purchaser (i) to
Carolina Securities, Inc. or its designees in connection with the
Contemplated Transactions, and (ii) in order to discharge the
Indebtedness. The shares of Purchaser Common stock which constitute the
Merger Consideration are hereinafter referred to as the "Purchaser
Shares." Each Stockholder and Clendenon shall be entitled to receive
such number of Purchaser Shares as set forth on Schedule 2.4 hereto."
3. Miscellaneous. Except as expressly amended hereby, the
terms and conditions of the Merger Agreement shall continue in full force and
effect. This Amendment No. 1 is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the Merger Agreement
or any of the documents referred to in the Merger Agreement or in any other
agreements, documents and instruments, such reference shall be to the Merger
Agreement as amended hereby.
4. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
5. Governing Law. This Amendment No. 1 shall be governed by
and construed in accordance with the laws of the state of Delaware without
giving effect to the provisions thereof relating to conflicts of law.
IN WITNESS WHEREFORE, each of the Parties has caused this Agreement to
be executed as of the date first above written.
INTERACTIVE MAGIC, INC.
By: /s/ Michael Oliver
--------------------
Name: Michael Oliver
Title: Chief Financial Officer
iMAGIC ONLINE CORPORATION
By: /s/ Michael Oliver
-------------------
Name: Michael Oliver
Title: Chief Financial Officer
MPG-NET, INC.
By: /s/ James Hettinger
-------------------
Name: James Hettinger
Title: Chief Executive Officer
MULTIPLAYER GAMES NETWORK, INC.
By: /s/ James Hettinger
-------------------
Name: James Hettinger
Title: Chief Executive Officer
TANTALUS, INC.
By: /s/ James Hettinger
-------------------
Name: James Hettinger
Title: President
/s/ James Hettinger
-------------------
James Hettinger
/s/ Donn A. Clendenon
---------------------
Donn A. Clendenon
-2-