Attached files
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| 8-K/A - FORM 8-K/A - Digital Brand Media & Marketing Group, Inc. | rtg_8ka-012010.htm |
Exhibit 99.2
AMENDMENT
TO SHARE EXCHANGE AGREEMENT
THIS
AMENDMENT TO SHARE EXCHANGE AGREEMENT is made as of the 19th day
of January 2010, 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.
W I T N E S S E T H
WHEREAS,
the parties hereto have entered into a certain Share Exchange Agreement, dated
March 20, 2007 and amended by agreements dated December 21, 2007 and September
9, 2008, 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:
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1.
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All
Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the
Agreement.
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2.
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Section
1.1 of the Agreement shall now read as
follows
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1.1.
Exchange of
Shares. Subject to the terms and conditions of this Agreement
Sellers shall sell, assign, convey and set over unto RTG Four Million Two
Hundred and fifty Thousand (4,250,000) ordinary shares, £1 par value per share,
of the Company (the “Company
Shares”), constituting all of the outstanding shares of capital stock of
the Company, and RTG shall issue and sell to Sellers pro rata an aggregate of
“One Million Two Hundred and Seventy Three Thousand and Fifty Nine (1,273,059)
shares of its preferred stock, $.001 par value per share (the “RTG Preferred Stock”) based on
a valuation of the Company of twelve million dollars. The valuation will be
agreed between the Company and RTG.
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3.
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Section
1.2 of the Agreement is hereby amended to read in its entirety as
follows:
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1.2
“Directors and
Officers. Delete.
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4.
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Section
1.6 of the Agreement is hereby amended to read in its entirety as
follows:
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1.6 RTG Common
Stock. RTG agrees that it will cause all shares of RTG Common
Stock to be issued pursuant to this Agreement to be reserved and available for
such purposes. RTG further covenants that once One Million Two
Hundred and Seventy Three Thousand and Fifty Nine (1,273,059) shares of its
preferred stock has been issued there will be no more than 42,435,315 shares of
RTG Common Stock issued and outstanding.
5 Section
6.4 is hereby amended to read in its entirety as follows:
6.4 Appointment of Directors and
Officers. Immediately upon the Closing, RTG shall shall cause
the persons listed as directors in Exhibit B hereto to
be elected to the Board of Directors of RTG. At the first annual
meeting of RTG stockholders and thereafter, the election of members of RTG’s
Board of Directors shall be accomplished in accordance with the By-laws of
RTG.
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6
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Delete
Section 7.2 (q) Purchase of
Property.
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7
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Insert
Section 7.2 (r) Acquisition of
Companies Company will acquire all of the outstanding
shares in Bitemark MC Limited and Web Pay
Limited.
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8
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Insert
Section 7.2 (s) Acquisition of
Rights Company will acquire the right to market iPAYU
from iFinancial Systems Ltd.
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9 Section
7.3 (d) (iii) is deleted.
10 Exhibit
B, see attached.
11 The
Agreement shall continue in full force and effect as amended
hereby.
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the 19th day of
January, 2010.
RTG:
RTG
VENTURES, INC.
By:
________________________________
Name:
Title:
HOLDINGS:
ATLANTIC
NETWORK HOLDINGS LIMITED
By:
_________________________________
Name:
Title:
THE
COMPANY:
NEW MEDIA
TELEVISION (EUROPE) LIMITED
By:
_________________________________
Name:
Title:
EXHIBIT B
Directors
and Officers of RTG to be Appointed
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1.
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TBN
(To be named).
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