EXHIBIT 2.2
AMENDMENT TO SHARE EXCHANGE AGREEMENT
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT ("THIS AGREEMENT") dated as
of March 8, 1999, is made by and among Tel-Com Wireless Cable TV Corporation, a
Florida corporation ("TEL-COM"), IBC Partners, a Florida general partnership
("IBC"), Xxxxxx Xxxxx ("XXXXX") and Xxxxx Xxxxx ("XX. XXXXX") to amend the Share
Exchange Agreement by and among such parties, dated February 28, 1999 to be
effective as of December 10, 1998 (the "AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Agreement contains defined terms that are used herein, and
any such terms used in this Amendment that are not separately defined herein
shall have the same meaning as in the initial text of the Agreement; and
WHEREAS, in entering into the Agreement, the parties hereto intended
that the Sellers would qualify to receive all of the 665,000 Performance Shares
if in any calendar quarter either the gross revenues of 0xx Xxxxxx Channel
exceed $25,000,000 or the net income of 0xx Xxxxxx Channel exceeds $1,000,000,
notwithstanding that either of such events may occur in the same calendar
quarter that the gross revenues of 5th Avenue Channel first exceed $10,000,000
(the "$10,000,000 PLUS QUARTER"), or more than $1,000,000 of net income is
earned in a calendar quarter prior to the $10,000,000 Plus Quarter; and
NOW, THEREFORE, in consideration of the foregoing premises, the payment
of ten dollars ($10.00) by the Sellers to Tel-Com, and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties hereto agree as follows:
WHEREAS, in order to conform the Agreement to the aforesaid intention,
the parties hereto agree as follows:
Section 1 of the Agreement (captioned "EXCHANGE OF SHARES") is hereby
amended to add the following sentence to the end of such Section 1, which new
sentence hereby is incorporated into and deemed to be a part of such Section 1:
If in any calendar quarter the 0xx Xxxxxx Channel achieves
either gross revenues in excess of $25,000,000 or net income
of excess of $1,000,000, and prior to such calendar quarter
its gross revenues for a calendar quarter had not been in
excess of $10,000,000, all 665,000 Performance Shares shall be
transferred from Tel-Com to the Sellers within thirty days of
the close of such quarter.
The Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, individually and through
Tel-Com's duly authorized officer and as all of the partners of IBC Partners
have executed this Amendment as of the date first written above.
TEL-COM:
TEL-COM WIRELESS CABLE TV CORPORATION,
A FLORIDA CORPORATION
By: /S/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: President
SELLERS:
IBC PARTNERS, A FLORIDA GENERAL PARTNERSHIP
By: /s/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx, partner
By: /s/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx, partner
XXXXX:
/S/ XXXXXX XXXXX
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Xxxxxx Xxxxx
XX. XXXXX
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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