United Communications HUB, Inc.
00000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxxxxxx, XX 00000
January 12, 2004
ETI Corporation
x/x Xxxxxxx Xxxxxx, Xxx.
00000 Xxx Xxxxxxx
Xxxxxx Xxxxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxx, President
Re: Amendment of Agreement and Plan of Merger
Dear Xxxx:
As a result of conversations between our respective counsel, this letter
sets forth our agreement and shall be considered an Amendment to the Agreement
and Plan of Merger (the "Agreement") entered into as of May 28, 2003 by and
among ETI Corporation ("ETI"), New ETI, Inc., you and United Communications HUB,
Inc. ("UC Hub").
Because ETI has never amended its Articles of Incorporation in order to
provide for the issuance of Series A preferred stock as required by the
Agreement, we agree to amend Section 2.03(b) of the Agreement by deleting the
reference to preferred stock and otherwise amending it as provided below.
(b) Conversion of the UC Hub Shares. At and as of the Effective Time,
each eight UC Hub Shares shall be converted into the right to receive an
amount equal to five shares of ETI common stock (the "Merger
Consideration") and ETI shall receive UC Hub Shares in an amount equal to
the number owned by those who do not own Dissenting Shares. Following the
Merger, the outstanding Newco common stock shall be cancelled. At the
Closing, Newco shall deliver to the stockholders of UC Hub the stock
certificates to which they are entitled. If any UC Hub Shares are not
delivered, the Parties shall arrange to escrow the applicable Preferred
Stock certificates as provided in Section 2.02. In addition, Merger
Consideration shall also include the obligation of ETI to exchange with
each holder of UC Hub Shares immediately prior to the Effective Time their
shares of common stock which have not been sold and issue an equal number
of shares of Preferred Stock. ETI shall use its best efforts to obtain the
authority to issue the Preferred Stock at an annual meeting of its
shareholders to be held in the spring of 2004.
In addition, the provisions, including Section 2.03(c) relating to UC Hub
Series H Preferred Stock are revoked inasmuch as the holder of UC Hub Series H
Preferred Stock has converted her shares into UC Hub Shares.
In order to comply with Rule 14(f)-1 promulgated under the Securities
Exchange Act of 1934, you agree to appoint me to the board of directors of ETI
at the Closing, and you shall remain as a director until such time as ETI can
comply with Rule 14(f)-1. As part of the Closing, ETI shall adopt a resolution
appointing me, Xxxxxxx Xxxxxxxxxxx and V. Xxxxxxx Xxxxxxxx as directors and such
persons as UC Hub designates as officers of ETI. The appointments of Messrs.
Sharborough and Xxxxxxxx shall be conditioned on ETI first complying with Rule
14(f)-1.
The definition of Form 10-QSB is changed to read " each Form 10-QSB filed
with the SEC by ETI for the quarters ended March 31, June 30 and September 30,
2003".
In all other respects, the Agreement is ratified and confirmed. If the
foregoing is acceptable to you, please execute a copy of this and return it to
me evidencing the intent of ETI Corp. to be bound.
Very truly yours,
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
Chief Executive Officer
I hereby agree to the foregoing this _____ day of January, 2004.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President