EXHIBIT 2.2
FIRST AMENDMENT TO
AGREEMENT FOR SALE OF SHARES
This First Amendment to Agreement for Sale of Shares (this "FIRST
AMENDMENT"), executed to be effective as of February 22, 2002, is entered into
by and between Nextgen Communications Corporation, a Delaware corporation
("SELLER-SHAREHOLDER"), and Point to Point of Louisiana, Inc., a Louisiana
corporation ("BUYER" or "ACQUIRING CORPORATION").
WHEREAS, seller-shareholder and buyer entered into that certain
Agreement for Sale of Shares dated February 22, 2002 (the "AGREEMENT FOR SALE");
and
WHEREAS, seller-shareholder and buyer desire to amend the Agreement for
Sale as set forth herein, in order to give effect to the parties' original
intentions.
NOW THEREFORE, the parties hereto agree as follows:
1. The first paragraph of the preamble of the Agreement for Sale is
hereby deleted and replaced in its entirety with the following paragraph:
Nextgen Communications Corporation, a corporation organized
and existing under the laws of the State of Delaware, with its
principal place of business at 00000 Xxxxx Xxxx, Xxxxxxx, XX
00000 (referred to as "seller-shareholder"), and
2. Subparagraph (1) of the Recitals is hereby deleted and replaced in
its entirety with the following provision:
(1) Seller-shareholder owns all of the outstanding shares of
capital stock of Point to Point Network Services, Inc., a
Delaware corporation ("seller-corporation").
3. Section Five is hereby deleted and replaced in its entirety with the
following provision:
SECTION FIVE
RELEASE OF INTERCOMPANY LOANS AND INDEMNIFICATION BY
SELLER-SHAREHOLDER: Seller-shareholder hereby forgives,
discharges, and forever releases any and all intercompany
loans owed by seller-corporation to seller-shareholder, or any
affiliate thereof, as of the date hereof. Buyer, on behalf of
itself and seller-corporation, hereby forgives, discharges,
and forever releases any and all intercompany loans owed by
seller-shareholder to seller-corporation, or any affiliate
thereof, as of the date hereof. Seller-shareholder shall
indemnify buyer or seller-corporation for any losses, claims,
demands, expenses, damages, or liabilities suffered by buyer
or seller-corporation in connection with that certain
Settlement Agreement and Mutual Release of Claims dated
February 20, 2002 (the "Release"), by and among
seller-corporation, seller-shareholder, and W. Xxxxxxx
Xxxxxxxx, it being the intention of the parties hereto that
seller-shareholder be solely responsible for all payments
required by the Release.
4. The first sentence of Subparagraph (3) of Section Six is hereby
deleted and replaced in its entirety with the following sentence:
(3) The authorized capital stock of seller-corporation
consists of 10,000 shares of common stock, $.001 par value per
share, 1,000 of which are issued and outstanding as of the
date of this agreement.
5. Subparagraph (2) of Section Seven is hereby deleted in its entirety.
6. Except as expressly amended hereby, the Agreement for Sale remains
in full force and effect. Capitalized terms that are not defined herein shall
have the same meaning assigned to them in the Agreement for Sale.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and delivered as of the date first above written.
This First Amendment to Agreement for Sale of Shares may be executed in
one or more identical counterparts, including by facsimile signature, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one instrument.
SELLER-SHAREHOLDER:
NEXTGEN COMMUNICATIONS CORPORATION
By:
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
BUYER:
POINT TO POINT OF LOUISIANA, INC.
By:
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Name:
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Title:
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