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EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment (the "Amendment") to that certain Agreement and
Plan of Reorganization by and among hi/fn, inc. ("hi/fn"), Apptitude Acquisition
Corporation ("Sub") and Apptitude, Inc. ("Apptitude") dated as of May 12, 2000,
as amended May 31, 2000, (the "Merger Agreement"), is made as of July 12, 2000.
RECITALS
WHEREAS, since the date of the Merger Agreement (and the transactions
contemplated thereby, the "Merger"), the parties thereto have agreed to amend
the Merger Agreement,
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. Modification to the Merger Agreement:
(a) Section 8.1(b) of the Merger Agreement is hereby amended
and restated in its entirety to read as follows:
"8.1 [Intentionally Omitted]"
(b) by the Company or Parent if: (i) the Closing has not
occurred by August 16, 2000; provided, however, that the right to terminate this
Agreement under this Section 8.1(b) shall not be available to any party whose
action or failure to act has been a principal cause of or resulted in the
failure of the Merger to occur on or before such date and such action or failure
to act constitutes a breach of this Agreement; (ii) there shall be a final
nonappealable order of a federal or state court in effect preventing
consummation of the Merger; or (iii) there shall be any statute, rule,
regulation or order enacted, promulgated or issued or deemed applicable to the
Merger by any Governmental Entity that would make consummation of the Merger
illegal;
2. Survival
Except as modified hereby, the Merger Agreement continues in full force
and effect, unmodified in any way.
3. Counterparts
This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same amendment.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered as of the date first above written.
HI/FN, INC. APPTITUDE, INC.
By: /s/ XXXXXXX XXXXXX By: /s/ XXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx
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Title: Secretary Title: CEO
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APPTITUDE ACQUISITION CORPORATION
Print: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
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Title: Secretary
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