EXHIBIT 2.2
FIRST AMENDMENT TO
SHARE EXCHANGE AGREEMENT DATED JUNE 14, 2001
Date: August 15, 2001
WHEREAS, ECOS Group, Inc., a Florida corporation (the "Company"), Third
Millennium Telecommunications, Inc., a New Jersey corporation ("TMTI"), each of
the shareholders of TMTI (the "Sellers"), and the individuals listed on Schedule
I attached thereto (collectively referred to herein as "EE&G Management") are
parties to that certain Share Exchange Agreement dated as of June 14, 2001 (the
"Share Exchange Agreement"); and
WHEREAS, the Parties wish to modify the terms of Section 6.1 of Article
VI of the Share Exchange Agreement to require the repayment by TMTI of a certain
contingent obligation prior to the release of the Held Back Shares;
IN CONSIDERATION OF the foregoing premises, and other good and valuable
consideration, the parties agree that the terms of Section 6.1 of Article VI of
the Share Exchange Agreement shall be amended to read as follows:
6.1 PERFORMANCE EARN-OUT. At the Closing, the Company shall issue to
the Sellers a total of 35,000,000 shares of Common Stock (on post-Reverse Split
basis) (the "Held Back Shares") in the names of the Sellers in such amounts as
are set forth on Schedule II. The Held Back Shares will be held by the Company
in escrow until TMTI achieves the Performance Threshold (as defined below). At
such time as TMTI has achieved (i) at least $3,000,000 in revenues, and (ii) net
pre-tax income of at least $150,000 plus the then remaining unpaid balance of
TMTI's contingent obligation to MCI WorldCom as described in Note 7 to the
December 31, 2000 audited financial statements of TMTI (the "MCI Claim"), over a
trailing three month period beginning after the Closing Date (the "Performance
Threshold"), the Company shall deliver the Held Back Shares to the Sellers. (For
example, if it is determined that the remaining unpaid balance of the MCI Claim
at the end of a quarter is $500,000, then the Performance Threshold as of the
end of such quarter is $3,000,000 in revenues and $650,000 in net pre-tax
income. If, instead, the remaining unpaid balance of the MCI Claim had been
$150,000, the Performance Threshold as of the end of such quarter would have
been $3,000,000 in revenues and $300,000 in net pre-tax income). The Parties
understand and agree that the amount of the MCI claim shall be written off as an
expense for the period(s) prior to the Closing under this Agreement.
The determination of whether the Performance Threshold has been achieved shall
be determined in accordance with generally accepted accounting principles,
applied on a basis consistent throughout all applicable periods, shall be
reviewed and ratified by the Company's independent accountants, and shall be
certified in writing by the Company's Chief Executive Officer. If the
Performance Threshold is not achieved within three (3) years after the Closing
Date, the Held Back Shares will be cancelled and shall not be delivered to the
Sellers. Until the Performance Threshold is achieved, no cash dividends shall be
payable with respect to the Held Back Shares, and the Held Back Shares shall not
be entitled to vote on any matter presented for a vote of the shareholders of
the Company
Exhibit 2.2 1
IN WITNESS WHEREOF, each of the parties hereto has executed this First
Amendment to Share Exchange Agreement as of the date first set forth above.
ECOS GROUP, INC. EE&G MANAGEMENT:
By: /s/ Xxxxxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx Xxxxxxx Xxxxx
Title: President
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
THIRD MILLENNIUM /s/ Xxxxx Xxxx
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TELECOMMUNICATIONS, INC. ("TMTI") Xxxxx Xxxx
/s/ Xxxxx Xxxxxxxxx
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By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxx
Title: President /s/ Xxx Xxxx
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Xxx Xxxx
SELLERS: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxx
-------------------------------------------- ---------------------------
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
/s/ Xx Xxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xx Xxxxxx Xxxxxx Xxxxxxxxx
/s/ Xxx Xxxx
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Xxx Xxxx
/s/ Aspen Ridge Corp
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Aspen Ridge Corp
/s/ Xxxxxxxxx.xxx
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Xxxxxxxxx.xxx
/s/ Xxxxxxx Xxx Xxxx
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Xxxxxxx Xxx Xxxx
/s/ Xxxxxxx Xxxx Trust II
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Xxxxxxx Xxxx Trust II
Exhibit 2.2 2
