Amendment No. 1 to Agreement and Plan of Reorganization among TAG Entertainment, Inc., Power Marketing, Inc., and PMKT Subsidiary Corp.

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Summary

This amendment updates the original Agreement and Plan of Reorganization between TAG Entertainment, Inc., Power Marketing, Inc., and PMKT Subsidiary Corp. It changes the conditions for closing, limiting dissenting shareholders of TAG Entertainment, Inc. to no more than 2%, unless waived by the parties. It also reduces the number of PMKT shares to be issued to TAG shareholders from 23,900,000 to 21,450,000 and clarifies that the exchange includes all TAG shares and warrants. All other terms of the original agreement remain unchanged.

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EX-10.1 3 file003.htm AMENDMENT TO AGREEMENT & PLAN OF REORGANIZATION 
  Amendment No. 1 To Agreement and Plan of Reorganization This Amendment No1 to the Agreement and Plan of Reorganization dated as of November 15, 2004 ("Original Agreement") between TAG Entertainment, Inc., Power Marketing, Inc. and PMKT Subsidiary Corp. is entered into as of October 29, 2004. For good and valuable consideration, the Parties hereby agree as follows: 1. Reference is made to the Original Agreement. The parties hereby amend and modify the Original Agreement and specifically Section 2(d)(2) thereof, to provide that it shall be a condition to closing that not more than 2% of the outstanding shares of TAG Entertainment, Inc. shall exercise their dissenters rights under Section 1300 and sequential under the California General Corporation Law. The parties may, in their discretion, waive such condition in whole or in part. 2. The reference in Section 2(c) (1) to the number 23,900,000 shares of PMKT Common Stock to be received by the holders of TAG Common Stock is hereby reduced to 21,450,000 shares. Further, the exchange ratio shall include all outstanding shares of TAG Common Stock and the outstanding warrants of TAG. 3. Al other terms and conditions of the Original Agreement shall remain in full force and effect. The parties have duly authorized and executed this Agreement as of October 29, 2004. POWER MARKETING, INC. PMKT SUBSIDIARY CORP. By: By: --------------------------- --------------------------------------- John Furlong John Furlong President President TAG ENTERTAINMENT, INC. By: Steve Austin, President, Chief Executive Officer