Exhibit 2.4
AMENDMENT NO. 3
TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 3 dated as of December 23, 1997 (this "Amendment") is
entered into among Lightbridge, Inc., a Delaware corporation ("Lightbridge"),
Coral Systems, Inc., a Delaware corporation (the "Surviving Corporation"), and
▇.▇. ▇▇▇▇▇▇▇, as Holders' Agent (the "Holders' Agent"), to amend the Agreement
and Plan of Reorganization dated as of September 9, 1997, as amended by
Amendment No. 1 thereto dated as of October 9, 1997 and by Amendment No. 2 dated
as of November 6, 1997 (as so amended, the "Agreement"). Capitalized terms used
but not defined in this Amendment shall have the respective meanings ascribed to
them in the Agreement.
RECITALS
On September 9, 1997, Lightbridge, Acquisition Corp. and Coral entered into
the Agreement and Plan of Reorganization in order to effect the Merger, pursuant
to which, among other things, issued and outstanding shares of Coral Capital
Stock would be converted into shares of Lightbridge Common. On October 9, 1997,
Lightbridge, Acquisition Corp. and Coral entered into Amendment No. 1 to such
Agreement and Plan of Reorganization in order to modify the definition of
Calculation Price. On November 6, 1997, Lightbridge, Acquisition Corp. and
Coral entered into Amendment No. 2 to such Agreement and Plan of Reorganization
in order to modify the procedure for determining any post-closing balance sheet
adjustments.
The Holders' Agent has been designated as attorney-in-fact and authorized and
empowered to act for and on behalf of the Stockholders pursuant to Section 8.1
of the Agreement as initially executed.
In connection with the final determination of post-closing balance
adjustments under the Agreement and related matters, the parties desire to
modify certain provisions of the Agreement as set forth herein.
NOW, THEREFORE, Lightbridge, the Surviving Corporation and the Holders' Agent
hereby agree as follows:
1. Section 1.4.4 of the Agreement is hereby deleted in its entirety, and the
following is substituted therefor:
The following terms used in this Section 1.4 shall have the indicated
meanings:
(a) The "Aggregate Preference" shall mean 820,024 shares of
Lightbridge Common.
(b) The "Aggregate Share Number" shall mean 1,006,472 shares of
Lightbridge Common.
(c) The "Calculation Price" shall equal $17.325.
(d) The "Common Consideration" shall mean 0.0582385 shares of
Lightbridge Common.
(e) The "Remainder Amount" shall equal 0.02014321 shares.
(f) The "Series A Consideration" shall mean 0.06779167 shares of
Lightbridge Common.
(g) The "Series B Consideration" shall mean 0.14481853 shares of
Lightbridge Common.
(h) The "Series C Consideration" shall mean 0.14402255 shares of
Lightbridge Common.
(i) The "Stock Consideration Number" shall equal 892,073 shares.
2. Notwithstanding any other provision of the Agreement (including the
updated version of the Schedule delivered by Coral to Lightbridge on November 6,
1997), to the extent that any claims, costs, losses, expenses, liabilities or
other damages suffered or incurred by Lightbridge or the Surviving Corporation
by reason of or otherwise arising out of the claims made in the notice described
in paragraph 2.6.3(b) of the updated version of the Schedule exceed $50,000, the
excess shall constitute Damages for which Lightbridge and the Surviving
Corporation shall be indemnified under Article 7 of the Agreement, subject to
the provisions of Section 7.4 thereof.
3. Except as contemplated by the preceding paragraphs 1 and 2, the provisions
of the Agreement shall remain in full force and effect to the same extent as in
force and effect prior to the execution and delivery of this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
LIGHTBRIDGE, INC.
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
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President and Chief Executive Officer
CORAL SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
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Chief Executive Officer
HOLDERS' AGENT
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
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