Exhibit 2.2
PLAN AND AGREEMENT OF REORGANIZATION
First amendment to Plan and Agreement of Reorganization (this "Agreement")
entered into on the 29th day of June, 2001, by and among E-STREET ACCESS, INC.,
a New Jersey corporation ("Street"), HIGHLAND HOLDINGS INTERNATIONAL, INC., a
Delaware corporation subject to the reporting requirements imposed pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended ("Highland"),
and certain stockholders of Street signatory hereto ("Shareholders" or "Street
Shareholders").
1. Paragraph 7(q) of the Agreement sets forth on Exhibit G, the names of
directors of Highland who will take office at the time of closing. The language
of the Agreement notwithstanding, it is understood and agreed that no change in
the majority of directors shall occur without compliance with Section 14(f) of
the Exchange Act of 1934 and any other applicable regulations.
IN WITNESS WHEREOF, the parties have duly executed this amendment this 16th
day of July, 2001.
E-Street Access, Inc. Highland Holdings International, Inc.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxx, President Xxxx Xxxxxxxx, President
THE UNDERSIGNED SHAREHOLDERS OF E-STREET ACCESS, INC., COLLECTIVELY OWN 70% OF
THE CURRENTLY OUTSTANDING SHARES OF E-STREET ACCESS, INC., APPROVE OF THE
FOREGOING AMENDMENT AND THE TRANSACTION THEREIN DESCRIBED, AND FOR THE LIMITED
PURPOSE OF THEIR AGREEMENT TO SECTIONS 7(p).
/s/ Xxxxxx Xxxxxxx /s/ Xxxx Xxxxxxx
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Xxxxxx Xxxxxxx Xxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
