EXHIBIT 2.1.1
AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is dated
as of August 28, 2002 by and among O2WIRELESS SOLUTIONS, INC., a Georgia
corporation (the "Company"), XXXXX GROUP, LTD., a corporation organized under
the laws of Israel ("Parent") and XXXXX ACQUISITION SUB, INC., a Georgia
corporation and a direct wholly owned subsidiary of Parent ("Merger Sub").
WHEREAS, the Company, Parent and Merger Sub are parties to an
Agreement and Plan of Merger dated as of June 5, 2002 (the "Agreement");
WHEREAS, the parties have determined that it is in the respective best
interests of each of them and, as to the Company and Parent, their respective
stockholders to amend the Agreement.
NOW, THEREFORE, in consideration of the representatives and warranties
contained herein, the parties hereto intending to be legally bound hereby,
agree as follows:
1. CAPITALIZED TERMS. Capitalized terms within this Amendment
shall have the meanings assigned thereto in the Agreement.
2. AMENDMENT TO EXCHANGE RATIO. The Exchange Ratio is hereby
amended to equal 0.014919 shares of Parent Stock for every one share of Company
Common Stock.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to Parent and Merger Sub as follows:
(a) The Company has all necessary corporate power and
authority to execute this Amendment.
(b) No other corporate proceedings are necessary on
behalf of the Company to authorize this Amendment.
(c) This Amendment has been duly and validly executed by
the Company and constitutes a valid, legal and binding agreement enforceable
against the Company in accordance with its terms (other than to the extent
enforceability is limited by any provisions of the Agreement).
(d) The Board of Directors of the Company has authorized
the execution and delivery of this Amendment and has resolved, notwithstanding
the amendment to the Exchange Ratio, (i) that the Agreement and the
transactions
contemplated thereby, including the Merger, remain advisable and fair and in
the best interests of the Company and its stockholders and (ii) to recommend
that the stockholders of the Company approve and adopt the Agreement as amended
by this Amendment.
4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.
Parent and Merger Sub hereby represent and warrant to the Company as follows:
(a) Parent and Merger Sub have all necessary corporate
power and authority to execute this Amendment.
(b) No other corporate proceedings are necessary on
behalf of Parent or Merger Sub to authorize this Amendment.
(c) This Amendment has been duly and validly executed by
Parent and Merger Sub and constitutes a valid, legal and binding agreement
enforceable against each of them in accordance with its terms (other than to
the extent enforceability is limited by any provisions of the Agreement).
5. NO WAIVERS OR RELEASES. No waiver or release of any right or
claim in favor of any party under the Agreement or the Loan Agreement shall
arise or be deemed to arise as a result of such party's execution of this
Amendment.
6. EFFECT ON AGREEMENT. Except as otherwise provided by this
Amendment, the Agreement shall remain in full force and effect in accordance
with its terms.
XXXXX GROUP, LTD.
By: /s/ Xxxx Xxx
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Xxxx Xxx
Chairman of the Board
XXXXX ACQUISITION SUB, INC.
By: /s/ Xxxx Xxx
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Xxxx Xxx, President
O2WIRELESS SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx, President,
Chairman and CEO
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