Exhibit 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment
No. 1") is entered into this 11th day of February, 2000, by and among eGLOBE,
INC., a Delaware corporation ("Acquiror"), eGLOBE MERGER SUB NO. 6, INC., a
Delaware corporation ("Acquiror Sub"), TRANS GLOBAL COMMUNICATIONS, INC., a New
York corporation (the "Company"), and Xxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxx, Xxxx
Xxxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx Xxxx, Xxxxxxx Family Trust, Xxxxxx Xxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxx, and Xxxx Xxxxxx, the
stockholders of the Company (collectively, the "Company Stockholders").
WHEREAS, Acquiror, Acquiror Sub, the Company and the Company Stockholders
entered into that certain Agreement and Plan of Merger, dated December 16, 1999
(the "Merger Agreement"), providing for the acquisition of the Company by
Acquiror pursuant to the merger of Acquiror Sub with and into the Company;
WHEREAS, Acquiror has received gross proceeds of $15,000,000 in connection
with the sale of shares of its Series P Convertible Preferred Stock and warrants
to purchase shares of its common stock (the "Series P Financing") pursuant to
that certain Securities Purchase Agreement, dated as of January 26, 2000,
between Acquiror and RGC International Investors, LDC; and
WHEREAS, as a result of the Series P Financing, Acquiror, Acquiror Sub, the
Company and the Company Stockholders desire to delete certain provisions of the
Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Acquiror, Acquiror Sub, the Company and the Company Stockholders
each hereby agrees as follows:
1. FINANCING COMMITMENT COVENANT. Section 7.19 of the Merger Agreement is
hereby deleted in its entirety and the following provision is hereby inserted in
the place thereof:
"SECTION 7.19 [Intentionally Omitted]."
2. FINANCING COMMITMENT CONDITION. Section 8.1(g) of the Merger Agreement
is hereby deleted in its entirety and the following provision is hereby inserted
in the place thereof:
"(g) [Intentionally Omitted]."
3. OTHER TERMS UNCHANGED. The Merger Agreement shall be deemed amended and
restated in its entirety pursuant to the terms of this Amendment No. 1. The
Merger Agreement, as so amended and restated by this Amendment No. 1, shall
remain and continue in full force and effect, shall constitute a legal, valid
and binding obligation of Acquiror, Acquiror Sub, the Company and the Company
Stockholders and is in all respects agreed to, ratified and confirmed hereby.
Any reference to
the Merger Agreement after the date first set forth above shall be deemed to be
a reference to the Merger Agreement as amended and restated by this Amendment
No. 1.
4. HEADINGS. The headings contained in this Amendment No. 1 are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment No. 1.
5. GOVERNING LAW. This Amendment No. 1 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.
6. EXECUTION IN COUNTERPARTS. This Amendment No. 1 may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, Acquiror, Acquiror Sub, the Company and the Company
Stockholders have duly executed and delivered, or have caused to be duly
executed and delivered, this Amendment No. 1 as of the date first written above.
eGLOBE, INC.
By: /s/ eGlobe, Inc.
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Name:
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Title:
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TRANS GLOBAL COMMUNICATIONS, INC.
By: /s/ Trans Global
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Name:
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Title:
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/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Address:
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2
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Address:
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/s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Address:
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/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Address:
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/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Address:
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/s/ Xxxxxxx Family Trust
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Name: Xxxxxxx Family Trust
Address:
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/s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Address:
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/s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Address:
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3
/s/ Xxxxxxxx Xxxxxxxx
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Name: Xxxxxxxx Xxxxxxxx
Address:
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/s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Address:
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/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Address:
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