EXHIBIT 2.10
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FIRST AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
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This Amendment is made as of the 24th day of October, 1997 by and among
VIALOG Corporation ("VIALOG"), CDC Acquisition Corporation (the "VIALOG Merger
Subsidiary"), Communication Development Corporation (the "Company") and Xxxxx X.
Xxxxxxx and Xxxxxx Xxxx (the "Principal Stockholders").
WHEREAS, VIALOG, the VIALOG Merger Subsidiary, the Company and the
Principal Stockholders are parties to that certain Amended Agreement and Plan of
Reorganization dated September 30, 1997 (the "Agreement"); and
WHEREAS, VIALOG, the VIALOG Merger Subsidiary, the Company and the
Principal Stockholders desire to amend the Agreement.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and of those contained in the
Agreement, VIALOG, the VIALOG Merger Subsidiary, the Company and the Principal
Stockholders covenant, agree, represent and warrant as follows:
1. Terms. Terms defined in the Agreement are used herein as so defined unless
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otherwise specifically stated herein.
2. Amendments. The Agreement is hereby amended as follows:
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(A) Section 1 of the PREAMBLE is amended and shall hereafter read as
follows:
"1. The Company and the VIALOG Merger Subsidiary have agreed to
carry out a business combination transaction upon the terms and
subject to the conditions of this Agreement and in accordance with the
Connecticut Business Corporation Act (the "BCA") and the General
Corporation Law of the State of Delaware (the "DBCL"), pursuant to
which the VIALOG Merger Subsidiary will merge with and into the
Company (the "Merger") and the Stockholders and other Persons holding
equity interests in the Company will convert their holdings into cash
and shares of common stock, $.01 par value per share of VIALOG
("VIALOG Stock"), determined in accordance with Section 2.1(a)."
(B) Section 1.1(a) is amended and shall hereafter read as follows:
"(a) Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the BCA and the DBCL at the
Effective Time the VIALOG Merger Subsidiary will be merged with and
into the Company. As a result of the Merger, the separate existence of
the VIALOG Merger Subsidiary will cease and the Company will continue
as the surviving corporation of the Merger (the "Surviving
Corporation")."
3. Except as specifically amended hereby, all other terms and provisions of
the Agreement shall remain in full force and effect.
4. This Amendment shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.
EXECUTED as an instrument under seal as of the date first above written.
COMMUNICATION DEVELOPMENT VIALOG CORPORATION
CORPORATION
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: President Title: President
PRINCIPAL STOCKHOLDERS: CDC ACQUISITION CORPORATION
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx
Title: President
/s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
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