SEC Connect





 







Exhibit 10.3


 



FIRST AMENDMENT TO



AGREEMENT AND PLAN OF REORGANIZATION


 


This FIRST AMENDMENT TO AGREEMENT AND PLAN OF
REORGANIZATION (this “Amendment”), is made as of
December 16, 2016, by and among Majesco Entertainment
Company, a Delaware corporation (“Parent”); Majesco
Acquisition Corp., a Nevada corporation and wholly-owned subsidiary
of Parent (“Merger Sub”); Polarityte, Inc., a Nevada
corporation (the “Company”); and Denver Lough, the
owner of 100% of the issued and outstanding shares of capital stock
of the Company. Parent, Merger Sub, Company and the Seller are each
a “Party” and together
are “Parties” to this Amendment.
Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them
in the Merger Agreement (defined below).


 



RECITALS


 


WHEREAS, the Parent, the Merger Sub, the Company
and the Seller on the date of the Merger Agreement entered into
that certain Agreement and Plan of Merger, dated as of December 1,
2017 (the “Merger Agreement”), pursuant to which
the Company
will merge with and into the Merger Sub, with the Company surviving
such merger, upon the terms and subject to the conditions set forth
in the Merger Agreement; and 


 


WHEREAS,
the Parties wish to amend the Merger Agreement in the manner set
forth herein.


 


NOW
THEREFORE, in consideration of the respective covenants and
promises contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto agree as follows, intending to be
legally bound hereby:


 





1.

Sections
5.02 (e) and 5.02(h) of the Merger Agreement are hereby deleted in
their entirety






 





2.

The
following provision shall be added as Section 6.13 to the Merger
Agreement:






 

“SECTION 6.13 Annual Meeting of
Stockholders. The Parent
covenants and agrees to hold its 2017 Annual Meeting of
Stockholders within One Hundred and Twenty (120) days from the date
of filing with the SEC of the Parent’s Annual Report on Form
10-K for the year ended October 31, 2016. Furthermore, the
Nominating and Governance Committee of the Parent agrees to
consider any potential nominees of Seller or Edward Swanson to the
Parent’s Board of Directors.


 





3.

Except
as otherwise provided herein, the Merger Agreement and all exhibits
and schedules thereto shall remain in full force and
effect.






 




4.           This
Amendment


may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one
and the same Amendment.






 


 


 



[Signatures appear on following page.]




 

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IN WITNESS
WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered as of
the date first above written.


 


	
 

	
 

PARENT:


 


MAJESCO
ENTERTAINMENT COMPANY


 

By:                                                           

Name:                 

Title:                 


 


 


 


MERGER
SUB:


 


MAJESCO
ACQUISITION CORP.


 

By:                                                           


Name:


Title:


 


 


 


COMPANY:


 


POLARITYTE,
INC.


 

By:                                                           


Name:

Title:           


 


 


SELLER:


 


DENVER
LOUGH


 


 


________________________________________

  












 



[Signature page to First Amendment to Agreement and Plan of
Merger]




 

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