THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of November
2,1999 is among FUSION NETWORKS, INC., a Delaware corporation ("Fusion"), IDM
ENVIRONMENTAL CORP., a New Jersey corporation ("IDM"), IDM/FUSION HOLDINGS,
INC., a Delaware corporation ("Parent"), and IDM/FNI ACQUISITION CORPORATION, a
Delaware corporation and a direct wholly owned subsidiary of Parent (the "Merger
Subsidiary").
WHEREAS, the parties hereto entered into an Agreement and Plan of Merger
dated August 18, 1999 (the "Agreement"), a First Amendment to Agreement and Plan
of Merger dated August 30, 1999 (the "First Amendment") and a Second Amendment
to Agreement and Plan of Merger dated September 21, 1999 (the "Second
Amendment"). Capitalized terms used and not otherwise defined herein shall have
the meaning set forth in the Agreement.
WHEREAS, the parties hereto desire to amend the Agreement in the following
respects.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follow:
1. Amendment to Section 6.16(b). Section 6.16(b) of the Agreement is hereby
amended to read in full as follows:
(b) At the Effective Time, the Parent shall assume all obligations
under (a) under the Fusion Networks 1999 Stock Option Plan and (b) each
warrant issued by Fusion (the "Fusion Warrants") on or before the Effective
Time pursuant to Fusion's ongoing capital raising efforts, as permitted by
Section 5.1(b) of the Agreement. At the Effective Time, each outstanding
option under the Fusion Plan and each Fusion Warrant to purchase shares of
Fusion Common Stock shall be deemed to constitute an option or warrant to
acquire, on the same terms and conditions as were applicable under the
Fusion Plan and the Fusion Warrants, the same number of shares of Parent
Common Stock as the holder of such options or Fusion Warrants would have
been entitled to receive pursuant to the Merger had such holder exercised
such options or warrants in full immediately prior to the Effective Time
(rounded downward to the nearest whole number), at a price per share
(rounded downward to the nearest whole cent) equal to (y) the aggregate
price payable for the shares of Fusion Common Stock purchasable pursuant to
such options or the Fusion Warrants immediately prior to the Effective Time
divided by (z) the number of full shares of Parent Common Stock deemed
purchasable pursuant to such options or the Fusion Warrants in accordance
with the foregoing.
2. Ratification of Remaining Terms. Except as amended hereby, all other
terms of the Agreement, the First Amendment and the Second Amendment shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed on its behalf on the day and year first above written.
IDM ENVIRONMENTAL CORP. IDM/FNI ACQUISITION CORPORATION
By: /S/ XXXX XXXXXXXX By: /S/ XXXX XXXXXXXX
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Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
Title:President and Title:President and
Chief Executive Officer Chief Executive Officer
IDM/FUSION HOLDINGS, INC. FUSION NETWORKS, INC.
By: /S/ XXXX XXXXXXXX By: /S/ XXXXXXXX XXXXXXX
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Name: Xxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxx
Title:President and Title:President and
Chief Executive Officer Chief Executive Officer
