Amendment No. 2 to Agreement and Plan of Merger among Tele Digital Development, Inc., XOX Corporation, and TD Acquisition, Inc.

Summary

This amendment updates the original merger agreement between Tele Digital Development, Inc., XOX Corporation, and TD Acquisition, Inc. by extending certain key dates from June 30, 2002, to July 10, 2002. All other terms of the original agreement remain unchanged. The amendment is signed by the authorized representatives of all three companies.

EX-2.3 3 xox023559_ex2-3.txt AMEND NO. 2 TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER ("Amendment No. 2") is made and entered into as of the 30th day of June, 2002, by and among Tele Digital Development, Inc., a Minnesota corporation ("Tele Digital"), XOX Corporation, a Delaware corporation ("XOX"), and TD Acquisition, Inc., a Minnesota corporation ("Sub"). WHEREAS, Tele Digital, XOX and Sub entered into an Agreement and Plan of Merger dated as of January 7, 2002, which was amended by Amendment No. 1 to Agreement and Plan of Merger dated March 29, 2002 (the "Merger Agreement"); and WHEREAS, Tele Digital, XOX and Sub want to amend the Merger Agreement as set forth in this Amendment No. 2. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants, representations and warranties set forth herein and in the Merger Agreement, Tele Digital, XOX and Sub, intending to be legally bound, hereby agree as follows: 1. The first sentence of Section 6.5(a) of the Merger Agreement is hereby amended by replacing the date "June 30, 2002" with the date "July 10, 2002." 2. Section 7.1(b) of the Merger Agreement is hereby amended by replacing the date "June 30, 2002" with the date "July 10, 2002." 3. Except as expressly amended by this Amendment No. 2, the Merger Agreement shall remain in full force and effect. The capitalized terms used herein shall have the same meanings ascribed to them in the Merger Agreement. IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the date set forth in the first paragraph hereof. TD ACQUISITION, INC. TELE DIGITAL DEVELOPMENT, INC. By: /s/ John R. Sutton By: /s/ Richard L. Barnaby ---------------------------------- ---------------------------------- Signature Signature John R. Sutton Richard L. Barnaby - ------------------------------------- ------------------------------------- Name Typed or Printed Name Typed or Printed Its: President/CEO Its: President/CEO --------------------------------- --------------------------------- Title Typed or Printed Title Typed or Printed XOX CORPORATION By: /s/ John R. Sutton ---------------------------------- Signature John R. Sutton ------------------------------------- Name Typed or Printed Its: Chief Executive Officer --------------------------------- Title Typed or Printed