5981.0100/286860.0100
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
by and among
WorldCast Interactive, Inc.
ConvergIT, Inc.
Cable Tech, Inc.
and
Lyncs Technologies, Inc.
Dated May 8, 2000
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment to the Agreement and Plan of Merger, dated as of May 8, 2000
("Amendment"), is made and entered into by and among WorldCast Interactive,
Inc., a Florida corporation ("WorldCast"), its wholly owned subsidiary,
ConvergIT, Inc., a Florida corporation ("ConvergIT"), Cable Tech, Inc., a
California corporation ("Cable Tech"), and its wholly owned subsidiary and Lyncs
Technologies, Inc., California corporation, ("Lyncs Technologies").
In consideration of the representations, warranties and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and subject to the conditions set forth
herein, the parties agree as follows:
I. This Amendment is effective as of June 30, 2000.
II. This Amendment amends, modifies and supersedes the Agreement and Plan of
Merger, dated as of May 8, 2000 ("Agreement"), made and entered into by and
among WorldCast Interactive, Inc., a Florida corporation ("WorldCast"), its
wholly owned subsidiary, ConvergIT, Inc., a Florida corporation ("ConvergIT"),
Cable Tech, Inc., a California corporation ("Cable Tech"), and its wholly owned
subsidiary and Lyncs Technologies, Inc., California corporation, ("Lyncs
Technologies") in the manner specified herein. In the event of any conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall control. In all other respects, the Agreement remains in
full force and effect.
III. Article 8, Section 8.3, Subsections (g), (h), (i), (j), and (k) of the
Agreement entitled "Additional Conditions to the Obligations of Cable Tech," are
amended as follows:
(g) WorldCast shall have designated 1,000,000 shares of its authorized 5,000,000
shares of preferred stock as Series B Convertible Preferred Stock. The Series B
Convertible Preferred Stock shall have the rights, preferences, privileges and
restrictions set forth in that certain document entitled "ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF WORLDCAST INTERACTIVE, INC.," containing the
CERTIFICATE OF DETERMINATION OF PREFERENCE of Series B Convertible Preferred
Shares, a copy of which is attached hereto.
(h) WorldCast shall have issued 813,163 shares of Series B Convertible Preferred
Stock to Xxxxxx X. Xxxxxxx, Xx. and Xxxxx X. Xxxxxxx, Trustees, Perrins
Revocable Trust ("Perrins"), in exchange for 4,700 shares of the issued and
outstanding shares of the common stock of Cable Tech.
(i) WorldCast shall have issued 51,904 shares of Series B Convertible Preferred
Stock to Xxxxx X. Xxxx ("Roux") in exchange for 300 shares of the issued and
outstanding shares of the common stock of Cable Tech.
(j) Any and all shares of Series B Convertible Preferred Stock converted to
common stock by Perrins and/or Roux shall be issued under an exemption from
registration by Section 4(2) of the Securities Act of 1933 and may only be sold
or transferred under an exemption as provided by the Securities Act or pursuant
to Rule 144 or other applicable exemption.
(k) WorldCast will enter into a Financial Accommodation Agreement with Perrins,
upon mutually acceptable terms, providing for (1) the satisfaction of all
liabilities of Cable Tech and Lyncs Technologies secured by personal guarantees
of Perrins and (2) satisfaction of liabilities of Cable Tech owed to Perrins in
the principal amount of 454,008.39.
IN WITNESS WHEREOF, the parties have executed this Agreement as of June 30,
2000.
WORLDCAST INTERACTIVE, INC.
By: /s/ Xxxxx Xxxxxx, Ph.D. C.D.P.
------------------------------------
Xxxxx Xxxxxx, Ph.D. C.D.P.
Interim Chairman, CEO
ConvergIT, Inc.
By: /s/ Xxxxx Xxxxxx, Ph.D.
------------------------------------
Xxxxx Xxxxxx, Ph.D.
President
Cable Tech, Inc.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Xxxxxx X. Xxxxxxx, Xx.,
Chairman, CEO
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx,
President
Lyncs Technologies, Inc.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------------
Xxxxxx X. Xxxxxxx, Xx.,
Chairman, CEO
By: /s/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx,
President
