EXHIBIT 2.19
Amendment No. 2
to
Asset Purchase Agreement
This Agreement (this "Agreement") is dated as of March 15, 2002, is among
▇▇▇▇▇.▇▇▇, Inc., a Florida corporation ("Qorus"), TMT Holdings, Inc., a Delaware
corporation and a wholly owned subsidiary of Qorus ("TMT"), Aelix, Inc., a
Delaware corporation and a wholly owned subsidiary of Qorus ("Aelix"), and ▇▇▇▇▇
Communications, Inc., a Delaware corporation ("▇▇▇▇▇"), and is based upon the
mutual agreement of the parties as detailed below, and constitutes Amendment No.
2 to that certain Asset Purchase Agreement (the "Asset Purchase Agreement"),
dated as of May 29, 2001, among Qorus, TMT, and Aelix, as sellers, and ▇▇▇▇▇, as
buyer. All defined terms used herein that are not defined herein are defined in
the Asset Purchase Agreement and are used herein with the same meanings as
ascribed to them therein.
WHEREAS, Pursuant to the Asset Purchase Agreement, ▇▇▇▇▇ purchased Qorus'
intelligent message communications service business (the "Business");
WHEREAS, ▇▇▇▇▇ is obligated, pursuant to Section 2.1 of the Asset Purchase
Agreement, to pay Qorus 5% of the net income arising from the Business for five
years (the "royalty obligation");
WHEREAS, ▇▇▇▇▇, through its wholly owned subsidiary, ▇▇▇▇▇▇▇▇ Communications
Corporation, a Delaware corporation ("▇▇▇▇▇▇▇▇ Communications"), is the owner of
record of (i) 3,010,000 shares of Qorus' common stock and (ii) options to
purchase an additional 1,066,500 shares of Qorus' common stock at a price of
$0.01 each.
WHEREAS, Qorus, TMT, Aelix and ▇▇▇▇▇ desire to amend the Asset Purchase
Agreement to remove the royalty obligation; and
WHEREAS, Qorus, TMT and Aelix are willing to amend the Asset Purchase Agreement
to remove the royalty obligation in exchange for a cash payment from ▇▇▇▇▇, the
return of all common shares of Qorus common stock owned by ▇▇▇▇▇▇▇▇
Communications, and the cancellation of all unexercised options held by ▇▇▇▇▇ or
▇▇▇▇▇▇▇▇ communications to purchase common Qorus common stock.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. The Asset Purchase Agreement is hereby amended to remove Section 2.1
in its entirety therefrom.
2. In consideration for amending the Asset Purchase Agreement, ▇▇▇▇▇ will
pay to Qorus in immediately available funds $100,000 cash; and will
cause ▇▇▇▇▇▇▇▇ Communications to transfer, assign and convey to Qorus
contemporaneously herewith 3,010,000 shares of Qorus common stock
owned by ▇▇▇▇▇▇▇▇ Communications.
3. ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ communications agree to the cancellation of any and
all unexercised options either of them may have been granted by Qorus
at any time to purchase common shares of Qorus stock.
4. ▇▇▇▇▇ represents that title to the Qorus common stock referenced in
Section 2 above and options to purchase Qorus common stock referenced
in Section 3 above are conveyed free of all liens or other
encumbrances.
5. This agreement may not be changed, modified, discharged or terminated
orally or in any manner, other than by an agreement in writing signed
by the parties hereto or their respective successors and assigns.
6. If any provision of this Agreement is determined to be invalid,
illegal or unenforceable, such provision shall be ineffective to the
extent of such invalidity, illegality or unenforceability, without
invalidating the remainder of such provision or the remaining
provisions of this Agreement.
7. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns. This
Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of Delaware without giving
effect to conflict of laws principles thereof, except if it is
necessary in any other jurisdiction to have the law of such other
jurisdiction govern this Agreement with respect to such matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
▇▇▇▇▇ Communications, Inc. ▇▇▇▇▇.▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman and Chief Executive Officer Chief Financial Officer
TMT Holdings, Inc. Aelix, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Financial Officer Chief Financial Officer