SECOND AMENDMENT TO THE
PLAN AND AGREEMENT OF REORGANIZATION
AMONG
FINANCIAL MEDIA GROUP, INC.,
AND
WALLSTREET DIRECT, INC.
AND
CERTAIN STOCKHOLDERS OF WALLSTREET DIRECT, INC.
THIS SECOND AMENDMENT TO THE PLAN AND AGREEMENT OF REORGANIZATION (the
"Amendment") is dated as of September 21, 2005, among Financial Media Group,
Inc. ("FMG"), Wallstreet Direct, Inc. ("Wallstreet") and Certain Stockholders of
Wallstreet Direct Inc. ("Stockholder"). This Amendment amends that certain Plan
and Agreement of Reorganization (the "Agreement") between FMG, Wallstreet and
Stockholder dated December 19, 2005.
RECITALS
A. FMG, Wallstreet and Stockholder signed the Agreement on September 19,
2005.
B. The Agreement provides for the acquisition of Wallstreet by FMG.
C. The parties desire to amend the Agreement to further clarify and ensure
the closing of the transaction.
AMENDMENT
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged the parties agree to amend the Agreement as follows:
1. Section 2.1 is hereby deleted in its entirety and replaced with the
following language:
"As consideration for the transfer, assignment, conveyance and delivery of
the WALLSTREET Stockholder common stock hereunder, FMG shall, at the
Closing issue to the WALLSTREET Stockholder, pro rata in accordance with
each Stockholder's percentage ownership of WALLSTREET immediately prior to
the Closing, certificates representing up to 20,000,000 shares of FMG
common stock or approximately 0.432 FMG shares for each WALLSTREET share
owned by a WALLSTREET Stockholder at the Closing. The parties intend that
the Exchange Shares being issued will be used to acquire all outstanding
WALLSTREET common stock. To the extent that less than 100% of the
WALLSTREET common stock Interests are acquired, the number of shares
issuable to those WALLSTREET Stockholders who have elected to participate
in the exchange described in this Agreement shall increase
proportionately."
2. Section 2.4 is hereby deleted in its entirety and replaced with the
following language:
"At the Closing, each outstanding warrant to purchase WALLSTREET common
stock, whether or not then exercisable, shall be replaced by a warrant to
purchase 0.432 shares of FMG Common Stock for every one (1) share of
WALLSTREET common stock said warrant was exercisable for, on terms and
conditions substantially and materially similar to the terms and
conditions of said warrant prior to replacement."
3. Except as hereby amended, the Agreement shall remain in full force and
effect.
[signature page follows]
IN WITNESS WHEREOF, this Amendment has been approved by each of the
parties as of the date first above written.
FINANCIAL MEDIA GROUP, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, President
WALLSTREET DIRECT, INC
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
STOCKHOLDER
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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AMC Capital Group Ltd.