FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as
of July 31, 2000, clarifies, amends and supplements that certain Agreement and
Plan of Merger, dated as of May 1, 2000, by and among COYOTE NETWORK SYSTEMS,
INC., a Delaware Corporation ("Coyote"), COYOTE - GLD ACQUISITION, INC., a
Florida Corporation ("Sub"), and GROUP LONG DISTANCE, INC., a Florida
Corporation ("GLD") (collectively the "Parties")
RECITAL
The Parties desire to clarify, amend and supplement the
Agreement as provided below.
AGREEMENTS
In consideration of the promises and agreements set forth
herein, the parties agree as follows:
1. Definitions and References. Capitalized terms not otherwise
defined herein have the meanings assigned in the Agreement. All references to
the Agreement contained in any instrument, document or agreement between the
parties shall mean the Agreement as amended by this Amendment.
2. Amendments.
(a) Section 2(b)(ii) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(ii) If the Five Day Average for Coyote
Common Stock is less than $6.50 per share, the number of shares of
Coyote Common Stock exchanged in the Merger shall be increased to the
number of shares determined by multiplying 750,000 x ($6.50 / Five Day
Average). For example, if the Five Day Average is $5.00 per share, the
number of shares of Coyote Common Stock in the exchange shall be
975,000 (750,000 x $6.50/$5.00).
(b) Section 2(b)(iii) of the Agreement is
hereby created to read as follows:
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(iii) Notwithstanding the adjustment set
forth in section 2(b)(i) above and except as modified by section 2(c)
below, the minimum number of shares of Coyote Common Stock exchanged in
the Merger shall be 562,500; provided, however, that if the closing
trade price for each of the five trading days immediately prior to the
Effective Time for Coyote Common Stock is less than $4.00 per share,
then the Merger may be cancelled at the option of any Party in its sole
discretion.
(c) Section 5(g) of the Agreement is hereby
amended by inserting the following phrase at the end of such section:
"; provided, however, that the release of the security interest held by
TALK.com shall not be required as a condition precedent to a Closing of
the Merger."
2. Full Force and Effect. Except as specifically amended
hereby, the Agreement shall remain in full force and effect in accordance with
its stated terms.
3. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Florida.
COYOTE NETWORK SYSTEMS, INC.
BY /s/ Timothy G. Atkinson
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It's General Counsel and Secretary
COYOTE-GLD ACQUISITION, INC.
BY /s/ Timothy G. Atkinson
-----------------------
It's General Counsel and Secretary
GROUP LONG DISTANCE, INC.
BY /s/ Glenn S. Koach
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It's President
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