In a prior press release and in filings with the SEC, the Company disclosed that it intended to merge with NAZZ Productions, Inc., a film production company controlled by Mr. Nick Stagliano. In order to fulfill its obligations to NAZZ and to the trading markets, the Company intends to reorganize NAZZ into a subsidiary of the Company and to perform the undertakings necessary to make NAZZ a stand-alone publicly traded company. The Company's plan includes exploring the possibility of doing a registered spin-out of NAZZ to existing Nannaco shareholders.
This amendment to the Agreement and Plan of Merger dated October 25, 2004 (the "Agreement") is entered into as of December 30, 2004, by and among Nannaco, Inc., a Texas corporation ("NNCO"), Nannaco Acquisitions, Inc., a Delaware corporation ("Acquisition Sub"), and NAZZ Productions, Inc., a Pennsylvania corporation ("NAZZ").
(d) by either NNCO or NAZZ if the Closing shall have not occurred by March 31, 2005 (the "Upset Date") provided, however, that the right to terminate this Agreement pursuant to this clause shall not be available to any party whose failure to fulfill any obligation of this Agreement has been the cause of, or resulted in, the failure of the closing to have been effected on or prior to such date.
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