Unassociated Document


    Exhibit
10.2

     

    Amendment
No 1 to Agreement and Plan of Merger

     

    Amendment
No. 1, dated as of May 28, 2009 (the “Amendment) to the Agreement and Plan of
Merger dated as of May 6, 2009, by and among Maven Media Holdings, Inc.,
Waste2Energy Acquisition Co. and Waste2Energy, Inc. (the “Merger
Agreement”).

     

    WHEREAS, the parties which to make
certain amendments to the Merger Agreement as set forth below.

     

    NOWTHEREFORE, IT IS AGREED AS
FOLLOWS:

     

    1.        Whereas
Clauses.   The second Whereas clause of the Merger
Agreement (clause B) shall be deleted and replaced by the
following:

     

    “The Waste2Energy
shareholders own an aggregate of 45,981,770 Waste2Energy sharesof common stock
(the “W2
Shares”) which W2 Shares constitute 100% of the issued andoutstanding W2
Shares;”

     

    2.        Definitions.  Section
1.1(a) of the Merger Agreement shall be deleted and replaced by the
following:

     

    “Acquisition Shares” means the
45,981,770 Maven Common Shares, which shares areto be issued and delivered to
the Waste2Energy Shareholders at Closing pursuant to theterms of the Merger in
accordance with Schedule 1.1(a),
annexed hereto;”

     

    3.       Wast2Energy
Capitalization.  Section 5.1(e) of the Merger Agreement shall
be deleted and replaced by:

     

    “Ownership of W2 Shares. The issued
and outstanding share capital of Waste2Energyconsist of 45,981,770 common shares
(being the W2 Shares), which shares on Closingshall be validly issued and
outstanding as fully paid and non-assessable shares. The Waste2Energy
Shareholders will be at Closing the registered and beneficial owner of the W2
Shares. The W2  Shares owned by the Waste2Energy Shareholders will on
Closing be free and clear of any and all liens, charges, pledges, encumbrances,
restrictions on transfer and adverse claims whatsoever not created by or through
Maven and/or the Acquirer;”

     

    4.      
Remaining Provisions
of Agreement Unchanged.  Except as set forth herein, the Merger
Agreement is unmodified and shall remain in full force and effect.

     

    5.      
Execution
of this Amendment.  This Amendment may
be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

     

    


     

    [SIGNATURE
PAGE TO FOLLOW]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date set forth in the
first paragraph hereof.

     

    
      	 	MAVEN
      MEDIA HOLDINGS, INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ 	 
	 	 	Name: 
      Adrienne Humphreys	 
	 	 	Title:  President	 
	 	 	 	 


    

     

    
      
        	 	WASTE2ENERGY
      ACQUSITION CO.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name:  Adrienne
      Humphreys 	 
	 	 	Title:    President	 
	 	 	 	 


      

    

     

    
      
        	 	WASTE2ENERGY,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name: Christopher
      d’Arnaud-Taylor	 
	 	 	Title:   Chief
      Executive Officer