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EXHIBIT 2.2
April 30, 1998
Via Facsimile
Xx. Xxxxx X. Xxxxxx
Renaissance Capital Group, Inc.
Xx. Xxxxxxx Xxxxx
The Xxxxxx-Xxxxx Co.
c/o Xxxxxxx Xxxxxxx, Esq.
Xxxxx, Brannian & Xxxxx
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
c/o Xxxxxxx Xxxxx, Esq.
Xxxxx & Xxxxx
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
This letter is to confirm our understanding of the
negotiations of today regarding the transaction described in our letter
agreement of March 18, 1998 (the "Letter Agreement") and the revisions necessary
to complete the transaction contemplated by the Letter Agreement. Next
Generation Media Corp. ("NexGen") has established two classes of preferred
shares, the Series A Preferred Stock and the Series B Preferred Stock. The
holders of the issued and outstanding shares of Series C Preferred stock of and
certain subordinated debt in UNICO, Inc. will receive shares of the Series A
Preferred Stock. T.C. Equities Ltd., a Bahamian investment company, will receive
shares of the Series B Preferred Stock in exchange for cash. The Series B
Preferred Stock ranks pari passu with the Series A Preferred Stock and does not
rank superior to the Series A Preferred Stock in terms of liquidation
preference.
In the Letter Agreement, NexGen agreed to use part of the
proceeds of a private placement or initial public offering of NexGen's common
stock (the "NexGen Placement/Offering") following its acquisition of United
Marketing Solutions Inc. to redeem the Series A Preferred Stock. NexGen hereby
agrees to use 50% of any net proceeds from the NexGen Placement/Offering to
redeem the Series A Preferred stock. This is a change from our original
commitment to use only 35% of the first $1,000,000 and 50% of amounts above
$1,000,000 from the NexGen Placement/Offering to redeem the Series A Preferred
stock.
Finally, this letter serves to inform you that NexGen has
agreed with T.C. Equities Ltd., the holder of the Series B Preferred stock, that
NexGen will cause the redemption of that
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amount of the Series B Preferred stock eligible to be put back to NexGen six
months after the date of its issuance (that is, 50%) prior to six months if
NexGen has sufficient funds available to cause this early redemption. NexGen
agreed to this provision in exchange for T.C. Equities Ltd. dropping its demand
for certain non-dilution rights that NexGen believed would make it more
difficult for NexGen to engage in a NexGen Placement/Offering.
This letter hereby amends the Letter Agreement. Please
indicate your agreement be signing the letter below and returning it to NexGen
c/o Xxxxxxx X'Xxxxxx, Xxxxxxxx & Xxxxxxxx, fax number (000) 000-0000.
Very truly yours,
NEXGEN:
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
AGREED AND ACCEPTED:
RENAISSANCE CAPITAL
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title:
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XXXXXX-XXXXX INVESTMENTS INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:
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