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Exhibit 2.3
January 31, 2001
Xxxxxx Xxx Xxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Re: Xtreme Global Communications (S) Pte Ltd and Xtreme
Global Communications Sdn Bhd
Dear Xx. Xxx Xxxx:
Reference is made to the Agreement and Plan of Merger (the "Swift
Agreement") dated as of the date hereof by and among you, Swift
Telecommunications, Inc. and Xxxx.xxx, Inc. ("Xxxx.xxx"). Capitalized terms used
but not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Swift Agreement. The parties hereto agree as follows:
1. Each of the undersigned and you agree to use its or his best efforts
to consummate the acquisition (the "Xtreme Acquisition") by Xxxx.xxx of the
remaining 25% of Xtreme that Swift does not now own, and the cancellation of any
rights of management or any other person to acquire any additional equity
interest in Xtreme from Swift or otherwise (the "Xtreme Minority Interest"), in
accordance with and subject to the terms and conditions specified in this
letter.
2. The Xtreme Acquisition will be pursuant to a stock purchase
agreement (the "Xtreme Agreement") that is in form and substance substantially
the same as the Swift Agreement, mutatis mutandis except as provided herein. The
Xtreme Acquisition will not be a tax-free reorganization pursuant to Section
368(a) of the Code or otherwise. The consideration payable for the Xtreme
Minority Interests (the "Xtreme Consideration") in the Xtreme Agreement shall
consist of cash in the amount of US$47,059; Notes in the aggregate principal
amount of US$517,647; and 1,068,235 shares of Parent Common Stock. There shall
be no Contingent Payment in the Xtreme Agreement.
3. The obligations of the parties to consummate the Xtreme Acquisition
in accordance with the terms described herein is subject to the following
conditions:
(a) the execution and delivery by the holders of the Xtreme Minority
Interests and Xxxx.xxx of a definitive Xtreme Agreement in form
and substance as described herein and otherwise in form and
substance mutually satisfactory to the parties.
(b) compliance with United States federal and state and foreign
securities laws in connection with the issuance of the Parent
Common Stock issuable in the Xtreme Acquisition.
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(c) Xxxx.xxx shall have completed its due diligence concerning the
Xtreme Minority Interests to its reasonable satisfaction.
(d) Xtreme shall have completed the acquisitions of all of the
Singapore and Malaysian assets to be acquired from Xpedite
Systems, Inc. ("Xpedite") by Xtreme, including receipt of all
governmental licenses necessary to offer the services offered by
Xtreme (the "Xtreme Assets").
(e) Receipt of all governmental and other third party approvals
required in order to consummate the transactions contemplated by
the Xtreme Agreement.
If you are in agreement with the foregoing, kindly so indicate by
signing in the space indicated below for your signature.
Very truly yours,
Xxxx.xxx, Inc.
By s/Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Accepted and Agreed:
January 31, 2001
s/Xxxxxx Xxx Xxxx
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Xxxxxx Xxx Xxxx
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