AGREEMENT AND PLAN OF MERGER among COLONEL HOLDINGS, INC., COLONEL MERGER SUB, INC. and CKX, INC. Dated as of May 10, 2011Agreement and Plan of Merger • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 10, 2011, among Colonel Holdings, Inc., a Delaware corporation (“Parent”), Colonel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CKx, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTEELimited Guarantee • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware
Limited Guarantee, dated as of May 10, 2011 (this “Limited Guarantee”), by the parties listed on Exhibit A hereto (each a “Guarantor” and collectively, the “Guarantors”), in favor of CKx, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), among the Guaranteed Party, Colonel Holdings, Inc., a Delaware corporation (“Parent”), and Colonel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTThe Rights Agreement • May 11th, 2011 • CKX, Inc. • Services-motion picture & video tape production • Delaware
AMENDMENT, dated as of May 10, 2011 (this “Amendment”), between CKx, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC as Rights Agent (the “Rights Agent”) to the Rights Agreement, dated as of June 24, 2010, as amended (the “Rights Agreement”), between the Company and the Rights Agent.
