<SEQUENCE>2

<FILENAME>exhibit2-1.txt

<TEXT>

                          AGREEMENT AND PLAN OF MERGER



                                  BY AND AMONG



                               YDI WIRELESS, INC.



                            KFIRE MERGER CORPORATION



                                  KARLNET, INC.



                                 DOUGLAS J. KARL



                                       AND



                                  ELISE L. KARL







                            DATED AS OF MAY 13, 2004







































<PAGE>









                          AGREEMENT AND PLAN OF MERGER

                          ----------------------------





     This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered

                                              ---------

into as of May 13, 2004 among YDI WIRELESS, Inc., a Delaware corporation

("Parent"), KFIRE MERGER CORPORATION, a Delaware corporation and a wholly owned

  ------

subsidiary of Parent ("Merger Sub"), KARLNET, INC., a Delaware corporation (the

                       ----------

"Company"), and DOUGLAS J. KARL, and ELISE L.. KARL (each, a "Principal" and

 -------                                                      ---------

collectively, the "Principals").

                   ----------



                                    RECITALS

                                    --------



     A. Upon the terms and subject to the conditions of this Agreement and in

accordance with the General Corporation Law of the State of Delaware (the

"DGCL"), Parent and the Company will enter into a business combination

 ----

transaction pursuant to which the Company will merge with and into Merger Sub

(the "Merger").

      ------



     B. The Board of Directors of each of the Company, Parent, and Merger Sub

(i) has determined that the Merger is in the best interests of each company and

their respective stockholders and (ii) has approved this Agreement, the Merger,

and the other transactions contemplated by this Agreement. The stockholders of

the Company have approved this Agreement, the Merger, and the other transactions

contemplated by this Agreement.



     C. The Company, Parent, and Merger Sub desire to make certain

representations and warranties and other agreements in connection with the

Merger.



     D. The parties intend, by executing this Agreement, to adopt a plan of

reorganization within the meaning of Section 368 of the Internal Revenue Code of

1986, as amended (the "Code").

                       ----



     E. Each Principal is joining in this Agreement to make certain

representations and warranties and other agreements in connection with the

Merger and to receive certain benefits pursuant to this Agreement.



     NOW, THEREFORE, in consideration of the covenants, promises and

representations set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties agree

as follows:



                                   Article I

                                   ---------



                                   THE MERGER

                                   ----------



     1.1 The Merger. At the Effective Time (as defined in Section 1.2) and

         ----------

subject to and upon the terms and conditions of this Agreement and the

applicable provisions of the DGCL, the Company shall be merged with and into

Merger Sub, the separate corporate existence of the Company shall cease, and

Merger Sub shall continue as the surviving corporation. Merger Sub as the

surviving corporation after the Merger is hereinafter sometimes referred to as

the









<PAGE>



"Surviving Corporation." At the Effective Time, the purpose of the Surviving

 ---------------------

Corporation shall be to conduct and engage in all lawful activities and business

to the maximum extent permitted by the DGCL.



     1.2 Effective Time. Subject to the provisions of this Agreement, the

         --------------

parties hereto shall cause the Merger to be consummated by filing a Certificate

of Merger (the "Certificate of Merger") with the Secretary of State of the State

                ---------------------

of Delaware in accordance with the relevant provisions of the DGCL (the time of

such filing or such subsequent date or time as the parties shall agree and

specify in the Certificate of Merger being the "Effective Time") as soon as

                                                --------------

practicable on or after the date of this Agreement (the "Closing Date"). The

                                                         ------------

closing of the Merger (the "Closing") shall take place at the offices of the

                            -------

Parent.



     1.3 Effect of the Merger. At the Effective Time, the effect of the Merger

         --------------------

shall be as provided in this Agreement and the applicable provisions of the

DGCL. Without limiting the generality of the foregoing, and subject thereto, at

the Effective Time, all the property, rights, privileges, powers, and franchises

of the Company and Merger Sub shall vest in the Surviving Corporation, and all

debts, liabilities, and duties of the Company and Merger Sub shall become the

debts, liabilities, and duties of the Surviving Corporation.



     1.4 Certificate of Incorporation; By-laws.

         -------------------------------------



         (a) Unless otherwise determined by Parent prior to the Effective Time,

at the Effective Time, the Certificate of Incorporation of Merger Sub, as in

effect immediately prior to the Effective Time, shall be the Certificate of

Incorporation of the Surviving Corporation until thereafter amended as provided

by law and such Certificate of Incorporation; provided, however, that Article I

of the Certificate of Incorporation of the Surviving Corporation shall be

amended to read as follows: "The name of the corporation is KarlNet, Inc."

Unless otherwise determined by Parent prior to the Effective Time, at the

Effective Time, the authorized capital stock of the Surviving Corporation shall

be 3,000 shares of common stock, par value $0.01 per share.



         (b) The By-laws of Merger Sub, as in effect immediately prior to the

Effective Time, shall be the By-laws of the Surviving Corporation until

thereafter amended.



     1.5 Directors and Officers. The director of Merger Sub shall be the initial

         ----------------------

director of the Surviving Corporation, until his successor is duly elected or

appointed and qualified or additional directors are appointed or elected. The

officers of Merger Sub shall be the initial officers of the Surviving

Corporation, until their respective successors are duly elected or appointed and

qualified.



     1.6 Effect on Capital Stock. At the Effective Time, by virtue of the Merger

         -----------------------

and without any action on the part of Merger Sub, the Company, or the holders of

any of the following securities:



         (a) Conversion of Company Common Stock. Each share of Common Stock, par

             ----------------------------------

value $.001 per share, of the Company (the "Company Common Stock") issued and

                                            --------------------

outstanding immediately prior to the Effective Time (other than any shares of

Company Common Stock to be canceled pursuant to Section 1.6(b) and Company

Dissenting Shares (as













                                       2

<PAGE>



defined in Section 1.6(c) below)) will be canceled and extinguished and be

automatically converted into the right to receive (i) a fraction of a share of

Common Stock, par value $.01 per share, of Parent (the "Parent Common Stock")

                                                        -------------------

equal to the Exchange Ratio (as defined below) subject to Section 1.6(g) below,

(ii) cash in an amount equal to the Cash Merger Amount (as defined below), and

(iii) cash in lieu of fractional shares pursuant to Section 1.6(f) below

(collectively, the "Merger Consideration"), upon surrender of the certificate

                    --------------------

representing such share of Company Common Stock in the manner provided in

Section 1.7(a) (or in the case of a lost, stolen, or destroyed certificate, upon

delivery of an affidavit (and bond, if required) in the manner provided in

Section 1.9). "Exchange Ratio" means the fraction obtained by subtracting the

               --------------

Set Aside Shares (as defined below) from 1,000,000 and then dividing that result

by the number of shares of Company Common Stock outstanding immediately prior to

the Effective Time. "Set Aside Shares" means the number of shares of Parent

                     ----------------

Common Stock, mutually determined by Parent and the Company, issued or to be

issued to stockholders, option holders, employees, or other stakeholders of the

Company in transactions related to the transactions contemplated by this

Agreement. "Cash Merger Amount" means the amount obtained by subtracting the Set

            ------------------

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC