EXHIBIT 2.1
Wireless Synergies, Inc.
2001 Potomac
Houston, Texas 77057
March 21, 2002
2KSounds, Inc.
00000 Xxxxxx Xxxxxx #0000
Xxxxxxxx Xxxxx, XX 00000
Re: Amendment to Amended and Restated Merger Agreement
Gentlemen:
The parties to that certain Amended and Restated Agreement and Plan of
Merger among Wireless Synergies, Inc. ("Wireless"), 2KSounds Merger Co., Inc.,
2KSounds, Inc. ("2KSounds") and certain stockholders of 2KSounds, dated March
13, 2002 (the "Merger Agreement"), agree and acknowledge that the 10-for-1
forward stock split of Wireless common stock currently provided for in Section
7.02(a)(iii) of the Merger Agreement was inadvertently not corrected when the
Merger Agreement was amended on March 13, 2002, and that the 20-for-1 forward
stock split set forth in that certain press release issued by Wireless on March
15, 2002 sets forth the true intentions of the parties to the Merger Agreement.
Accordingly, the parties to the Merger Agreement hereby amend Section
7.02(a)(iii) thereof to read in its entirety:
"(iii) approving, adopting and ratifying a 20-for-1 forward split of the
issued and outstanding Wireless Common Stock, after giving effect to the
issuance of the Initial Wireless Merger Stock."
Except as set forth herein, all other terms and provisions of the Merger
Agreement remain unchanged and in full force and effect.
The undersigned indicates its acceptance to the foregoing amendment to the
Merger Agreement by its execution of this letter agreement below.
Wireless Synergies, Inc.
By: /s/ Xxxxxxxx Xxxxxx
------------------------
Name: Xxxxxxxx Xxxxxx
Title: President
The undersigned each indicate its acceptance to the foregoing amendment to the
Merger Agreement by its execution of this letter agreement below.
2KSounds, Inc.
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
SELLING STOCKHOLDERS:
/s/ Xxxx Xxxxxx
-----------------------
Xxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx
-----------------------
Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxxxx
-----------------------
Xxxxx Xxxxxxxxx
-2-
