AMENDMENT TO SHARE EXCHANGE AGREEMENT
AMENDMENT
TO SHARE EXCHANGE AGREEMENT
THIS
AMENDMENT TO SHARE EXCHANGE AGREEMENT is made as of the 9th
day of
September 2008, 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.
WITNESSETH
WHEREAS,
the parties hereto have entered into a certain Share Exchange Agreement, dated
March 20, 2007 and amended by agreement dated December 21, 2007, 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:
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 is hereby amended by deleting “One Hundred
Twenty-Seven Million Three Hundred Five Thousand Nine Hundred Forty-Five
(127,305,945) shares of its common stock, $.001 par value per share
(the
“RTG
Common Stock”)
and substituting therefore, “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”).
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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.
At the
Closing (as hereinafter defined), all of the directors and officers of RTG,
except Xxxxxxxxxx X Xxxxxxxx, shall resign and the directors and officers listed
in Exhibit
B
hereto
shall be appointed by Holdings (as the new majority stockholder of RTG) from
and
after the Closing until his or her successor shall have been elected and shall
have qualified in accordance with applicable law, or as otherwise provided
in
the Certificate of Incorporation or By-laws of RTG.
4.
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Section
3.4 is hereby amended to read in its entirety as
follows:
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3.4
Capitalization
of RTG.
The
authorized capital stock of RTG consists of 200,000,000 shares of common stock,
$.001 par value per share (the “RTG
Common Stock”),
of
which not more than 42,435,315 shares will be issued and outstanding at the
Closing. Except as set forth on Schedule
3.4
hereto,
and 2,000,000 shares of preferred stock, $.001 par value per share (the
“RTG
Preferred Stock”),
of
which there are none issued. At Closing, RTG will have no outstanding options,
rights or commitments to issue shares of RTG Common Stock or any other equity
security of RTG and there will be no outstanding securities convertible or
exercisable into or exchangeable for shares of RTG Common Stock. There is no
voting trust, agreement or arrangement among any of the beneficial holders
of
RTG Common Stock affecting the nomination or election of directors or the
exercise of the voting rights of RTG Common Stock. All outstanding shares of
the
capital stock of RTG have been duly and validly issued and are fully paid and
non-assessable and none of such shares has been issued in violation of the
preemptive rights of any person.
5.
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Section
6.4 is hereby amended to read in its entirety as
follows:
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5.4
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Appointment
of Directors and Officers.
Immediately upon the Closing, RTG shall accept the resignations of
the
current officers and directors of RTG, except Xxxxxxxxxx X Xxxxxxxx,
as
provided by Section 7.3 (d) (iii) hereof, and 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 XXX.
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0.
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Xxxxxxx0.0
(x) (xxx) is hereby amended to read in its entirety as follows
:
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The
executed resignations of all directors and officers of RTG, except Xxxxxxxxxx
X
Xxxxxxxx, to take effect at the Closing;
7.
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Insert
into Section 10:
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10.26
“RTG
Preferred Stock”
shall
mean the preferred stock, $.001 par value per share, of RTG. Each Preferred
Stock has voting rights equal to 100 shares of RTG Common Stock. Each Preferred
Stock can be converted into 100 shares of RTG Common Stock one year after the
Closing Date.
8.
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In
the sections below the words “RTG Common Stock” are to be replaced with
“RTG Preferred Stock”:
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Section
1.4 Once
Section
3.5 Twice
Section
3.9 Twice
Section
4.1 Four times
Section
4.2 Once
Section
4.3 Twice
Section
4.4 Twice
Section
4.6 Once
Section
4.7 Once
7
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Exhibit
A
to
the Agreement is amended by replacing such Exhibit in its entirety
with
Exhibit
A
hereto.
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9.
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The
Agreement shall continue in full force and effect as amended
hereby.
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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the 9th day
of
September, 2008.
RTG:
RTG
VENTURES, INC.
By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
Chief Executive Officer
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HOLDINGS:
ATLANTIC
NETWORK HOLDINGS LIMITED
By:
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/s/
Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title:
Director
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THE
COMPANY:
NEW
MEDIA
TELEVISION (EUROPE) LIMITED
By:
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/s/
Ian Xxxxxx XxxXxxxxx
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Name:
Ian Xxxxxx XxxXxxxxx
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Title:
Chairman
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EXHIBIT
A
List
of stockholders of New Media Television (Europe) Limited and the number
of
shares
of RTG Preferred Stock to be issued to each Seller.
Shareholders of New Media Television (Europe) Ltd |
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Shares Held
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RTG Preferred
Shares to be
Received
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||||||
1.
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Atlantic
Network Holdings Ltd
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3,786,588
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1,106,485
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|||||||
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St
George's House St George's Place
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|||||||||
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St
Xxxxx Port Guernsey GY1 1JS
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|||||||||
2.
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Gudaaz
Holdings Ltd
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400,010
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143,784
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|||||||
3.
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S
N & X X Xxxxxxx
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63,402
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22,789
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EXHIBIT
B
Directors
and Officers of RTG to be Appointed
1.
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Xxx
XxxXxxxxx
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2.
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Xxxxx
Xxxxxx
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