EXHIBIT 2.2
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this "AMENDMENT") is
made and entered into as of December 27, 1999 by and among Focus Affiliates,
Inc., a Delaware Corporation doing business as XxxxxXxxxxxxx.xxx("FOCUS"),
Focus Affiliates Merger Sub, Inc., a Delaware corporation ("MERGER SUB"), The
Wireless Group, Inc., a Texas corporation doing business as
XxxxxxXxxxxxxx.xxx ("SOURCE"), and Xxxxxx Xxxx, Xxxxx Xxxxx and Xxxx
Xxxxxxxxxxx (the "PRINCIPAL SOURCE STOCKHOLDERS") with reference to the
following facts:
A. The parties to this Amendment previously entered into the
Agreement and Plan of Merger dated December 14, 1999 ("THE MERGER AGREEMENT").
B. The parties to this Amendment desire to amend the Merger
Agreement as set forth herein.
Now, therefore, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Section 3.2 of the Merger Agreement shall be amended to
add a Section 3.2 (d), which shall read in full as follows:
"Neither Source nor any of the Principal Source Stockholders
has been or currently is in breach of, and their entering into and
performing this Agreement will not result in a violation by any of them
or by Focus or Merger Sub of, any agreement between any of them and
either EPS Wireless, Inc. ("EPS"), Preferred Networks, Inc. ("PNI"), or
any affiliate of EPS or PNI.
2. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Amendment shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the
signatories. Any photographic or xerographic copy of this Amendment, with all
signatures reproduced on one or more sets of signature pages, shall be
considered for all purposes as if it were an executed counterpart of this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
FOCUS AFFILIATES, INC.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
Chief Executive Officer
FOCUS AFFILIATES MERGER SUB, INC.
By: /s/ Xxxxxxx Xxxxx
---------------------------------------
Xxxxxxx Xxxxx
Chief Executive Officer
THE WIRELESS GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx X. Xxxx
President
/s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx Xxxx
/s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
/s/ Xxxx Xxxxxxxxxxx
---------------------------------------
Xxxx Xxxxxxxxxxx
