Javascript is disabled. Please enable Javascript to log in.
Published: 2008-03-26

Plan and Agreement of Reorganization - Liberate Technologies and Morecom Inc.



                                 AMENDMENT NO. 1 TO
                        PLAN AND AGREEMENT OF REORGANIZATION

     This Amendment No. 1 (this "AMENDMENT") relates to the Plan and Agreement
of Reorganization (the "AGREEMENT") dated March 27, 2000 among LIBERATE
TECHNOLOGIES, a Delaware corporation (the "BUYER"), LT ACQUISITION CORPORATION,
a Pennsylvania corporation and wholly owned subsidiary of the Buyer ("MERGER
SUB"), MORECOM, INC., a Pennsylvania corporation (the "COMPANY"), and the
holders of certain of the outstanding capital stock of the Company executing
this Agreement (the "STOCKHOLDERS").  Capitalized terms used in this Amendment
without definition have the meanings stated in the Agreement.

     The Agreement provides for the issuance of shares of Buyer Stock in
certificated form.  Under the Agreement, the certificate which prior to the
Closing represented Shares are deemed, upon the effectiveness of the Merger, to
represent the shares of Buyer Stock into which such Shares were converted by
virtue of the Merger.

     The Company and the Stockholders have determined that it would be in the
interest of the Stockholders that the Buyer Stock be issued in uncertificated
form, and the Buyer has determined that this modification is also in its
interest.

     Therefore, the parties hereby agree as follows:

     SECTION 1.  UNCERTIFICATED FORM.  Notwithstanding anything to the
Agreement, the shares of Buyer Stock issuable in connection with the Merger will
be initially issued in uncertificated form.

     SECTION 2.  COMPANY STOCK CERTIFICATES.  Notwithstanding anything to the
Agreement, each certificate which prior to the Closing represented Shares (an
"OLD CERTIFICATE") shall, upon the effectiveness of the Merger, be canceled,
shall no longer represent any capital stock of or any interest in or claim or
right against the Company, the Buyer or any other Person and shall be
surrendered by the holder thereof to the Buyer as soon as reasonably practicable
after the effectiveness of the Merger.  Each Stockholder shall defend, indemnify
and hold harmless the Company and the Buyer from and against all claims,
damages, costs, attorneys' fees or other liabilities which may arise from such
Stockholder's failure to so surrender any Old Certificate issued in the name of
such Stockholder.

     SECTION 3.  CERTIFICATED FORM, CASH IN LIEU.  Any holder of uncertificated
shares of Buyer Stock issued as contemplated by this Amendment shall be entitled
to request that such shares be changed to certificated form and receive a
certificate therefor, provided that no certificate for Buyer Stock otherwise
deliverable to a holder of Shares who has not theretofore surrendered the
corresponding Old Certificate registered in its, his or her name shall be
delivered or paid until the surrender of such Old Certificate to the Buyer,
subject to Section 1.15 of the Agreement.



     SECTION 4.  MISCELLANEOUS.  Section 8 of the Agreement shall also apply to
this Amendment.  Except as expressly modified hereby, the Agreement is confirmed
and ratified in all respects and shall continue in full force and effect.

                     [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
















                                          2


     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Plan
and Agreement of Reorganization.

 BUYER:                             LIBERATE TECHNOLOGIES

                                    By:
                                         --------------------------------
                                         Name:
                                         Title:

 MERGER SUB:                        LT ACQUISITION CORPORATION

                                    By:
                                         --------------------------------
                                         Name
                                         Title:

 COMPANY:                           MORECOM, INC.

                                    By:
                                         --------------------------------
                                         Name:  Ami Miron
                                         Title:  President

STOCKHOLDERS:

                                    -----------------------
                                    Ami Miron


                                    -----------------------
                                    Weidong Mao


                                    -----------------------
                                    Mario Rainville




                                   VERTEX INVESTMENT (III) Pte.
                                   VERTEX YOZMA L.P.
                                   VERTEX DISCOUNT L.P.
                                   VERTEX TECHNOLOGY FUND Pte.
                                   I.F. THE INTERNATIONAL FUND, L.P.
                                   I.F. THE INTERNATIONAL FUND, NO. 2, L.P.

                                   By:
                                        -----------------------
                                        Name:
                                        Title:

                                   MOFET ISRAEL TECHNOLOGY FUND

                                   By:
                                        -----------------------
                                        Name:
                                        Title:





                                          2