Exhibit 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement (the "Amendment") is made
as of this 15th day of November 1999 by and between Aquis Communications, Inc.,
a Delaware Corporation ("Purchaser") and SourceOne Wireless, Inc. ("SOWI),
SourceOne Wireless, L.L.C. ("LLC"), SourceOne Wireless II, L.L.C. ("LLC II," and
together with SOWI and LLC, the "Sellers"). SOWI, LLC, LLC II and Aquis may
sometimes be referred to individually as "Party" and collectively as the
"Parties." SOWI, LLC and LLC II may sometimes be referred to collectively as
SourceOne.
RECITALS
A. WHEREAS as of August 2, 1999, the Parties entered into that certain
Asset Purchase Agreement (the "Purchase Agreement") under which the Sellers
agreed to sell, and the Purchaser agreed to purchase, certain of Sellers'
assets.
B. WHEREAS the Parties have agreed upon the Purchase Price for the
Midwest Business as stated herein.
AGREEMENTS
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree to amend the Purchase
Agreement as follows.
1 PURCHASE PRICE. Section 1.6(a) of the Purchase Agreement ("PURCHASE
PRICE") is hereby deleted and replaced in its entirety with the following: "The
purchase price ("PURCHASE PRICE") for the Transferred Assets is as follows: (i)
the sum of $2.25 million ("Cash Payment") by certified or bank check or by wire
transfer payable to Sellers plus (ii) a total of $1.5 million of Aquis 7.5%
Cumulative Preferred Shares in the form attached as Exhibit B with the
cumulative dividends payable at redemption and a required redemption on the
second anniversary of issuance (the "AQUIS SHARES").
2. PRE-CLOSING ESCROW. Section 1.6(c) of the Purchase Agreement
("Pre-Closing Escrow") is hereby modified by requiring the deposit of the Escrow
Fund upon entry of the Approval Order.
3. PURCHASE PRICE ADJUSTMENTS. Sections 1.6(d) ("Purchase Price
Adjustments") and 1.6(e) ("Other Price Adjustments") of the Purchase Agreement
are hereby deleted in their entirety.
4. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which, when so executed and delivered, will be an original
instrument, and such counterparts, together, will constitute a single agreement.
5. AMENDMENTS. Except as modified by this Amendment, all other terms
and provisions of the Purchase Agreement shall remain in full force and effect.
AQUIS COMMUNICATIONS, INC.
By: /s/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, President
SOURCEONE WIRELESS, INC.
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, DIP Manager
SOURCEONE WIRELESS, L.L.C.
By: /S/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, DIP Manager
SOURCEONE WIRELESS II, L.L.C.
By: /S/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, CFO
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