EXHIBIT 2.2
AMENDMENT NO. 3
This Amendment No. 3 (the "Amendment") to Agreement and Plan of
Reorganization, dated as of March 4, 1997, as amended (the "Agreement") is made
and entered into as of the 18th day of July, 1997, by and among Capital Media
Group Limited, a Nevada corporation ("CMG"); Unimedia, S.A., a company organized
under the laws of the Republic of France, Company No. RCS Paris B 401 988 308
("Unimedia"); and those holders of Unimedia securities listed on the signature
page hereof (sometimes hereinafter collectively referred to as the "Unimedia
Shareholders").
WHEREAS, on March 14, 1997, the parties hereto entered into the
Agreement;
WHEREAS, on June 25, 1997 and July 11, 1997, respectively, the parties
entered into Amendment No. 1 to the Agreement and Amendment No. 2 to the
Agreement (the "Prior Agreements");
WHEREAS, this Amendment sets forth the terms which the parties have
agreed to with respect to amending the Agreement and the Prior Agreements; and
WHEREAS, capitalized terms used herein but not otherwise defined herein
shall have the meanings given to them in the Agreement and/or in the Prior
Amendments, as the context requires.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree to the following:
1. The first paragraph of Section 1.3, as amended in Amendment No. 1,
is deleted in its entirety and the following paragraph is added in its place:
1. EXCHANGE OF SECURITIES. At the Effective Time, CMG
will issue an aggregate of up to 9,402,400 shares of
its authorized but unissued common stock, $0.001 par
value per share of CMG ("CMG Common Stock" or "Common
Stock"), to the Unimedia Shareholders (and the
holders of Unimedia securities convertible into or
exercisable for shares of Unimedia common stock which
are converted or exchanged prior to the Closing and
are thereafter exchanged in the Share Exchange)
identified in SCHEDULE 1.3(A) in exchange for all of
the outstanding securities of Unimedia, all on the
basis of 700 CMG Shares for each share of Unimedia
common stock and all as more particularly set forth
in the schedule attached to this Amendment. If less
than all of Unimedia outstanding securities are
exchanged in the Share Exchange, then a
proportionately lower number of shares of CMG Common
Stock will be issued in the Share Exchange. For
example, if the holders of 75% of Unimedia's
currently outstanding
common stock exchange their shares of Unimedia common
stock in the Share Exchange, then CMG would issue
6,458,550 shares of CMG Common Stock in the Share
Exchange, as opposed to the number of shares set
forth above.
2. The parties have agreed that so long as the holders of more than 50%
of Unimedia's common shares outstanding at the Effective Time complete the Share
Exchange on or before July 31, 1997, the Share Exchange will be closed as to
such holders, so long as the other conditions to closing contained in the
Agreement, as amended, are either satisfied or waived on or before the Closing.
In such event, CMG will consummate the Share Exchange on the terms set forth in
the Agreement, as amended, with the other common shareholders and securities
holders of Unimedia until September 5, 1997, upon presentation to CMG on or
prior to that date of completed documentation with such holders. The parties
agree that after September 5, 1997, CMG shall be under no obligation to continue
to complete the Share Exchange on the terms set forth herein with the Unimedia
Shareholders who have not completed the Share Exchange on or before such date.
3. REMAINDER OF AGREEMENT UNMODIFIED. Except for the changes referred
to in Sections 1 and 2 of this Amendment, all of the other provisions of the
Agreement, as modified by the Prior Amendments, remain in full force and effect
and continue to be part of the Agreement, as previously amended, as if fully set
forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CAPITAL MEDIA GROUP LIMITED
By: /s/ CHARLES KOPPEL
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Charles Koppel, Co-Chairman
By: /s/ STEPHEN KORNFELD
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Stephen Kornfeld, Co-Chairman
UNIMEDIA S.A.
By: /s/ GILLES ASSOULINE
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Name: GILLES ASSOULINE
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Title: CHAIRMAN AND CEO
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The undersigned hereby join in this Amendment for the limited purpose
of agreeing that they will comply with those sections of this Agreement, the
Prior Agreements and the Amendment which are applicable to such parties.
UNIMEDIA PRINCIPAL SHAREHOLDERS
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Gilles Assouline, individually
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Michel Assouline, individually
Diamond Productions SARL
BY:
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Name (print):
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Title:
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UNIMEDIA OTHER SHAREHOLDERS
BIMAP
BY:
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Name (print):
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Title:
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Multimedia Investissements
BY:
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Name (print):
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Title:
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Media Venture
BY:
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Name (print):
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Title:
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Anne-Marie Assouline, individually
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Jean Jacques Assouline, individually
HIP Fenelon
BY:
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Name (print):
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Title:
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Souviron Industrie Conseil Sarl
BY:
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Name (print):
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Title:
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Horizons Sarl
BY:
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Name (print):
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Title:
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Oradea, Inc.
BY:
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Name (print):
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Title:
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Roland Pardo, individually
Reseau Asta International
BY:
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Name (print):
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Title:
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Tarbella Enterprises Ltd.
BY:
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Name (print):
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Title:
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Francois de Montseignat, individually