AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
dated as of the 24th day of March, 1999
by and among
THE ALLIANCE GROUP, INC.
(Parent)
and
ALLIANCE ACQUISITION VIII CORP.
(Newco)
and
COMMERCIAL TELECOM SYSTEMS, INC.
(Company)
and
XXXX XXXXXXX
AND
XXXX XXXXXXX
AND
XXXX XXXXX
(Stockholders of the Company)
AMENDMENT TO AGREEMENT
This Amendment to Agreement ("Amendment") is made and entered into as of
the 24th day of March, 1999, by and among THE ALLIANCE GROUP, INC., an Oklahoma
corporation ("Parent"), ALLIANCE ACQUISITION VIII CORP., an Oklahoma corporation
("Newco"), COMMERCIAL TELECOM SYSTEMS, INC., an Oklahoma corporation (the
"Company"), and XXXX XXXXXXX, XXXX XXXXXXX AND XXXX XXXXX, the only stockholders
of the Company (collectively, the "Stockholders").
RECITALS
WHEREAS, Parent, Newco, the Company and the Stockholders executed that
certain Agreement and Plan of Merger dated March 10, 1999 (the "Merger
Agreement"); and
WHEREAS, Parent, Newco, the Company and the Stockholders desire to
amend the Merger Agreement to reflect that Xxxx Xxxxx will not be a
shareholder of the Company at Closing, and that Parent will issue, at
Closing, to Xxxx Xxxxxxx warrants to purchase 10,000 shares of Parent
Stock;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency whereof are hereby acknowledged, it is mutually agreed
as follows:
1. Parent and Newco acknowledge and agree that Xxxx Xxxxxxx will acquire,
prior to Closing, all the issued and outstanding Company Stock owned by Xxxx
Xxxxx as reflected in the Merger Agreement. As a result, Xxxx Xxxxx will not be
bound by the Merger Agreement and will not be liable for any breach of any
representation, warranty, covenant or agreement set forth in the Merger
Agreement. Likewise, Xxxx Xxxxx will have no rights under, nor will Parent or
Newco have any obligations to Xxxx Xxxxx pursuant to, the Merger Agreement. Any
and all representations and warranties made by Xxxx Xxxxx, or any covenants and
agreements to be performed by Xxxx Xxxxx, in the Merger Agreement will be made
or performed by Xxxx Xxxxxxx. Any and all rights of Xxxx Xxxxx under, or
obligations of Parent or Newco to Xxxx Xxxxx under, the Merger Agreement will
become rights of Xxxx Xxxxxxx or obligations of Parent and Newco to Xxxx
Xxxxxxx. This Section 1 is effective only upon the acquisition of Xxxx Xxxxx'x
Company Stock by Xxxx Xxxxxxx.
2. In addition to the merger consideration set forth in Sections 3 and 4
of the Merger Agreement, Parent will issue to Xxxx Xxxxxxx, at Closing, warrants
to purchase 10,000 shares of Parent Stock. The warrants will be exercisable at
the offering price of the Parent Stock in either the IPO or the Private
Placement, as applicable, and will have substantially the same terms and
conditions as warrants issued by Parent to its underwriters in the IPO or
Private Placement.
3. All terms of the Merger Agreement continue to apply, except as
otherwise specified above, and if any conflict exists between the Merger
Agreement and this Amendment, the terms of this Amendment shall control. Any
terms not otherwise defined herein are defined as set forth in
-1-
the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
THE ALLIANCE GROUP, INC.
BY: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
NAME: Xxxxx X. Xxxxxxxx
TITLE: President/Chief Executive Officer
ALLIANCE ACQUISITION VIII CORP.
BY: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
NAME: Xxxxx X. Xxxxxxxx
TITLE: President
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COMMERCIAL TELECOM SYSTEMS, INC.
BY: /s/ Xxxx Xxxxxxx
------------------------------------
NAME: Xxxx Xxxxxxx
TITLE: President
STOCKHOLDERS:
/s/ Xxxx Xxxxxxx
---------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxx
---------------------------------------
Xxxx Xxxxxxx
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
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