AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
EDNET, INC., EDN SUB, INC. AND
INTERNET WORLDWIDE BUSINESS SOLUTIONS
THIS AMENDMENT NO. 1 (the "Amendment") is made and entered into as of
September 13, 1996 and amends that certain Agreement and Plan of Reorganization
by and among EDnet, Inc. ("Parent"), EDN Sub. Inc. ("Merger Sub") and Internet
Worldwide Business Solutions (the "Company") dated as of June 24, 1996 (the
"Agreement").
RECITALS
WHEREAS, Parent, Merger Sub and the Company have heretofore executed
and entered into the Agreement. Pursuant to Section 7.3 of the Agreement,
Parent, Merger Sub and the Company may from time to time amend the Agreement in
accordance with the provisions of Section 7.3 thereto.
WHEREAS, Parent, Merger Sub and the Company have determined that the
amendments to the Agreements set forth below are in the best interests of all
the parties to the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein, the parties hereto hereby agree as
follows:
1. Section 7.1(b) of the agreement shall be amended to read in its
entirety as follows:
"(b) by Parent or the company if the Closing has not occurred
within one hundred eighty (180) days following the date of this
Agreement, other than due to the failure of the party seeking to
terminate this Agreement to perform its obligations under this
Agreement which are required to be performed at or prior to the
Effective Time."
2. Except as expressly set forth in this Amendment, the Agreement shall
continue in full force and effect in accordance with its terms.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
1.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
INTERNET WORLDWIDE EDNET, INC.
BUSINESS SOLUTIONS
By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxx Xxxxxxxxx
--------------------------------- ----------------------------
Xxxxxxx X. Xxxxxxx, Xxx Xxxxxxxxx,
Chief Executive Officer Chairman and CEO
EDN SUB, INC.
By /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx,
President and CFO
2.
