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EXHIBIT 2.3
FUTURELINK CORP.
November 14, 1999
Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Async Technologies, Inc.
0000 X. Xxxx Xxxxx Xxxx
Xxxxx X-000
Xxxxxx Xxxx, Xxxxxxxx 00000
RE: PROSPECTIVE MERGER OF ASYNC TECHNOLOGIES, INC. WITH
AND INTO FUTURELINK MICHIGAN ACQUISITION CORP.
Dear Xxxxxxx:
Reference is hereby made to that certain Agreement and Plan of
Reorganization and Merger (the "Merger Agreement") dated as of September 7, 1999
and entered by and among FutureLink Distribution Corp., a Colorado corporation
(since reincorporated as FutureLink Corp., a Delaware corporation, and
hereinafter referred to as "Parent" for the purposes of the Merger Agreement and
this Addendum thereto), FutureLink Michigan Acquisition Corp., a Delaware
corporation, Async Technologies, Inc., a Michigan corporation, Async Technical
Institute, Inc. (which has since been wound-up into Company), Xxxxxxx X.
Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxxxxxx, as first amended on
October 29, 1999. Capitalized terms contained herein but otherwise not defined
shall have the definition ascribed to them in the Merger Agreement.
The parties to the Merger Agreement hereby agree that the
first sentence of Section 1.2 of the Merger Agreement, as presently amended, is
hereby deleted and the following substituted therefor:
"The closing of the transactions contemplated hereby (the
"Closing") shall take place as soon as practicable after a
written satisfaction or waiver of each of the conditions set
forth in Article VII hereof shall have been received by the
Company or Parent, as the case may be, which date shall not be
later than November 30, 1999 (the "Closing Date")."
The parties to the Merger Agreement hereby agree that Parent
shall not complete any other material acquisition (valued at greater than
$10,000,000) between the date hereof and November 30, 1999. The parties further
agree that this prohibition on Parent's actions shall not include any agreements
or arrangements to be entered into by Parent to acquire other entities, merely
the completion or closing of any other material acquisition transactions.
FUTURELINK CORP.,
A Delaware corporation
By: [signed: X. Xxxxxxx]
Name: Xxxxxxxxx Xxxxxxx
Title: Chief Financial Officer
[signatures continued on next page]
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FUTURELINK MICHIGAN
ACQUISITION CORP.,
A Delaware corporation
By: [signed: X. Xxxxxxx]
Name: Xxxxxxxxx Xxxxxxx
Title: Chief Financial Officer
ACCEPTED AND AGREED BY:
ASYNC TECHNOLOGIES, INC.,
a Michigan corporation
By: [signed: Xxxxxxx X. Xxxxxxxxxx]
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
[signed: Xxxxxxx X. Xxxxxxxxxx]
XXXXXXX X. XXXXXXXXXX
[signed: Xxxxxxx X. Xxxxxxxxxx]
XXXXXXX X. XXXXXXXXXX
[signed: Xxxx X. Xxxxxxxxxx]
XXXX X. XXXXXXXXXX
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