Attached files

file filename
S-1 - FORM S-1 REGISTRATION STATEMENT - Bnet Media Group, Inc.s1_s1.htm
EX-5.1 - EXHIBIT 5.1 OPINION OF CHACHAS LAW - Bnet Media Group, Inc.s1_ex5z1.htm
EX-2.1 - EXHIBIT 2.1 ACQUISITION AGREEMENT - Bnet Media Group, Inc.s1_ex2z1.htm
EX-3.1 - EXHIBIT 3.1 ARTICLES OF INCORPORATION - Bnet Media Group, Inc.s1_ex3z1.htm
EX-3.2 - EXHIBIT 3.2 BYLAWS - Bnet Media Group, Inc.s1_ex3z2.htm
EX-21.1 - EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT - Bnet Media Group, Inc.s1_ex21z1.htm
EX-23.1 - EXHIBIT 23.1 CONSENT OF AUDITOR - Bnet Media Group, Inc.s1_ex23z1.htm



Exhibit 2.2


FIRST AMENDMENT TO ACQUISITION AGREEMENT


This First Amendment to Acquisition Agreement (this "First Amendment") dated as of March 29, 2010, is entered into by and among Horizontal Marketing Corp., a Nevada Corporation ("Horizontal"), Bradley R. Jones (“Jones”) and John David Wolverton (“Wolverton”)


Recitals


Whereas, on December 15, 2009 Horizontal, Jones and Wolverton entered into an Acquisition Agreement and Plan of Reorganization (the “Acquisition Agreement”) under which Horizontal acquired 100% of the outstanding shares of Quiet Star Entertainment, Inc., a Utah corporation (“Quiet Star”) from Jones and Wolverton, the sole shareholders of Quiet Star, in exchange of shares of common stock of Horizontal;


Whereas, the acquisition closed on December 21, 2009 at which time Horizontal issued 5,000,000 restricted shares each to Jones and Wolverton in exchange for their respective 5,000,000 shares each in Quiet Star, thus making Quiet Star a wholly-owned subsidiary of Horizontal.


Whereas, it has come to the parties attention that the exchange ration of shares of Horizontal for the shares of Quiet Star was intended to be 1-for-10 and Horizontal should have issued and Jones and Wolverton should have received 500,000 restricted shares each, not 5,000,000 shares each.


Whereas, Horizontal Jones and Wolverton wish to correct the provisions of Recital C, Section, 1.1, and Schedule A of the Acquisition Agreement to reflect the parties true agreement.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained herein and other good and valuable consideration, the parties agree as follows:


1.

Modification of Recital C.  Recital C of the Acquisition Agreement is hereby modified in its entirety to read as follows:


C.

Whereas, Shareholders desire to exchange all of the issued and outstanding capital stock of Quiet Star for 1,000,000 shares of the Common stock of Horizontal, all as more fully set forth herein below; and


2.

Modification of Section 1.1.  Section 1.1 of the Acquisition Agreement is hereby modified in its entirety to read as follows:


1.1

Exchange of Shares.  Subject to all the terms and condi­tions of this Agreement, Horizontal will deliver to the Shareholders of Quiet Star 1,000,000 shares of previously authorized but unissued unregistered and restricted shares of the Common Stock, $0.001 par value per shares of Horizontal (the "Horizontal Shares"), in exchange for all of the issued and outstanding capital stock of Quiet Star owned by the Quiet Star Shareholders.




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3.

Modification of Schedule A.   Schedule A of the Acquisition Agreement is hereby modified in its entirety to read as follows:


SCHEDULE A


LIST OF QUIET STAR SHAREHOLDERS


Shareholder

 

Number of

 

Number of

Name and Address     

 

Quiet Star Shares

 

Horizontal Shares

 

 

 

 

 

John David Wolverton

 

5,000,000

 

500,000

335 Rocket Bar Road

 

 

 

 

Saint George, UT 84790

 

 

 

 

 

 

 

 

 

Bradley R. Jones

 

5,000,000

 

500,000

857 East Southfork Drive

 

 

 

 

Draper, Utah 84040

 

 

 

 

TOTAL

  

10,000,000

 

1,000,000


4.

No Other Modifications.  Except as modified herein, the terms and provisions of the Acquisition Agreement shall remain in full force and effect.


5.

Cancellation and Delivery of Shares.  Upon the execution of this Agreement Jones and Wolverton agree to deliver to Colonial Stock Transfer Co., the transfer agent for Horizontal, original Horizontal certificates no. 5 and 6, respectively, each representing 5,000,000 shares, and hereby instructed and authorize Colonial Stock Transfer to cancel 4,500,000 shares each, whereupon delivery a certificates representing 500,000 shares each to Jones and Wolverton.


IN WITNESS WHEREOF, each of the parties has caused this First Amendment to be duly executed and delivered as of the day and year first above written.



HORIZONTAL MARKETING CORP.  

A Nevada Corporation



Dated: March 30, 2010

/s/ Bradley R. Jones

By:  Bradley R. Jones

Its:  President and Secretary




Dated: March 30, 2010

/s/ John D. Wolverton

John David Wolverton, individually



Dated: March 30, 2010

/s/ Bradley R. Jones

Bradley R. Jones, individually




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