{"id":43493,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/plan-and-agreement-of-reorganization-liberate-technologies-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"plan-and-agreement-of-reorganization-liberate-technologies-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/plan-and-agreement-of-reorganization-liberate-technologies-and.html","title":{"rendered":"Plan and Agreement of Reorganization &#8211; Liberate Technologies and Morecom Inc."},"content":{"rendered":"<pre>                                 AMENDMENT NO. 1 TO\n                        PLAN AND AGREEMENT OF REORGANIZATION\n\n     This Amendment No. 1 (this \"AMENDMENT\") relates to the Plan and Agreement\nof Reorganization (the \"AGREEMENT\") dated March 27, 2000 among LIBERATE\nTECHNOLOGIES, a Delaware corporation (the \"BUYER\"), LT ACQUISITION CORPORATION,\na Pennsylvania corporation and wholly owned subsidiary of the Buyer (\"MERGER\nSUB\"), MORECOM, INC., a Pennsylvania corporation (the \"COMPANY\"), and the\nholders of certain of the outstanding capital stock of the Company executing\nthis Agreement (the \"STOCKHOLDERS\").  Capitalized terms used in this Amendment\nwithout definition have the meanings stated in the Agreement.\n\n     The Agreement provides for the issuance of shares of Buyer Stock in\ncertificated form.  Under the Agreement, the certificate which prior to the\nClosing represented Shares are deemed, upon the effectiveness of the Merger, to\nrepresent the shares of Buyer Stock into which such Shares were converted by\nvirtue of the Merger.\n\n     The Company and the Stockholders have determined that it would be in the\ninterest of the Stockholders that the Buyer Stock be issued in uncertificated\nform, and the Buyer has determined that this modification is also in its\ninterest.\n\n     Therefore, the parties hereby agree as follows:\n\n     SECTION 1.  UNCERTIFICATED FORM.  Notwithstanding anything to the\nAgreement, the shares of Buyer Stock issuable in connection with the Merger will\nbe initially issued in uncertificated form.\n\n     SECTION 2.  COMPANY STOCK CERTIFICATES.  Notwithstanding anything to the\nAgreement, each certificate which prior to the Closing represented Shares (an\n\"OLD CERTIFICATE\") shall, upon the effectiveness of the Merger, be canceled,\nshall no longer represent any capital stock of or any interest in or claim or\nright against the Company, the Buyer or any other Person and shall be\nsurrendered by the holder thereof to the Buyer as soon as reasonably practicable\nafter the effectiveness of the Merger.  Each Stockholder shall defend, indemnify\nand hold harmless the Company and the Buyer from and against all claims,\ndamages, costs, attorneys' fees or other liabilities which may arise from such\nStockholder's failure to so surrender any Old Certificate issued in the name of\nsuch Stockholder.\n\n     SECTION 3.  CERTIFICATED FORM, CASH IN LIEU.  Any holder of uncertificated\nshares of Buyer Stock issued as contemplated by this Amendment shall be entitled\nto request that such shares be changed to certificated form and receive a\ncertificate therefor, provided that no certificate for Buyer Stock otherwise\ndeliverable to a holder of Shares who has not theretofore surrendered the\ncorresponding Old Certificate registered in its, his or her name shall be\ndelivered or paid until the surrender of such Old Certificate to the Buyer,\nsubject to Section 1.15 of the Agreement.\n\n\n\n     SECTION 4.  MISCELLANEOUS.  Section 8 of the Agreement shall also apply to\nthis Amendment.  Except as expressly modified hereby, the Agreement is confirmed\nand ratified in all respects and shall continue in full force and effect.\n\n                     [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                          2\n\n\n     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Plan\nand Agreement of Reorganization.\n\n BUYER:                             LIBERATE TECHNOLOGIES\n\n                                    By:\n                                         --------------------------------\n                                         Name:\n                                         Title:\n\n MERGER SUB:                        LT ACQUISITION CORPORATION\n\n                                    By:\n                                         --------------------------------\n                                         Name\n                                         Title:\n\n COMPANY:                           MORECOM, INC.\n\n                                    By:\n                                         --------------------------------\n                                         Name:  Ami Miron\n                                         Title:  President\n\nSTOCKHOLDERS:\n\n                                    -----------------------\n                                    Ami Miron\n\n\n                                    -----------------------\n                                    Weidong Mao\n\n\n                                    -----------------------\n                                    Mario Rainville\n\n\n\n\n                                   VERTEX INVESTMENT (III) Pte.\n                                   VERTEX YOZMA L.P.\n                                   VERTEX DISCOUNT L.P.\n                                   VERTEX TECHNOLOGY FUND Pte.\n                                   I.F. THE INTERNATIONAL FUND, L.P.\n                                   I.F. THE INTERNATIONAL FUND, NO. 2, L.P.\n\n                                   By:\n                                        -----------------------\n                                        Name:\n                                        Title:\n\n                                   MOFET ISRAEL TECHNOLOGY FUND\n\n                                   By:\n                                        -----------------------\n                                        Name:\n                                        Title:\n\n\n\n\n\n                                          2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9622,9626],"class_list":["post-43493","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43493","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43493"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43493"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43493"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43493"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}