EXHIBIT 2.2
CONSENT AND EXTENSION
This Consent and Extension is entered into this 27th day of August,
1998 by and among EXECUTIVE TELECARD, LTD., a Delaware corporation ("Acquiror"),
EXTEL MERGER SUB NO.1, INC., a Virginia corporation and a wholly-owned
subsidiary of Acquiror ("Merger Sub"), IDX INTERNATIONAL, INC., a Virginia
corporation (the "Company"), and Xxxxxx Xxx, as representative of the
stockholders of the Company (the "Representative").
WHEREAS, Acquiror, Merger Sub, the Company and the stockholders of the
Company entered into an Agreement and Plan of Merger (the "Merger Agreement") as
of June, 1998; and
WHEREAS, the parties desire to extend one of the dates set forth in
the Merger Agreement.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. Section 10.1(g) of the Merger Agreement provides that the Merger
Agreement may be terminated by the Company and the Representative if Acquiror
has not raised the $5,000,000 in financing necessary to pay the cash portion of
the Purchase Price on or prior to August 31, 1998 (unless such date shall be
extended by the mutual written consent of the parties). The parties hereto
hereby agree that such termination right shall not be exercised by the Company
and the Representative unless such financing has not been raised by Acquiror by
October 30, 1998.
2. Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Merger Agreement. This Consent and Extension
shall constitue an amendment to the Merger Agreegment, but except to the extent
that Pargraph 1 hereof amends Section 10.1(g) of the Merger Agreement all terms
and provisions of the Merger Agreement shall continue in full force and effect
and are hereby confirmed in all respects.
3. This Consent and Extension may be executed in several counterparts,
each of which is an original, but all of which together constitue one and the
same agreement.
4. This Consent and Extension shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Consent and
Extension on and as of the date first set forth above.
EXECUTIVE TELECARD, LTD.
By:_________________________
Name:_______________________
Title:______________________
EXTEL MERGER SUB NO. 1, INC.
By:_________________________
Name:_______________________
Title:______________________
IDX INTERNATIONAL, INC.
By:_________________________
Name:_______________________
Title:______________________
REPRESENTATIVE
___________________________
Xxxxxx Xxx
