EXHIBIT 2.2
AMENDMENT NO. 1 TO EXCHANGE AGREEMENT
This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT (the "AMENDMENT"), is made
and entered into as of September 27, 2005, by and among Ezcomm Enterprises,
Inc., a Delaware corporation (the "COMPANY"); ▇▇▇▇▇▇ Science Inc., a Korean
corporation ("▇▇▇▇▇▇"); and certain shareholders of ▇▇▇▇▇▇ (each, a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS")
RECITALS:
A. The Company, ▇▇▇▇▇▇ and the Shareholders have entered into
that certain Exchange Agreement dated September 1, 2005 (the "AGREEMENT"),
pursuant to which the parties agreed to combine the respective businesses of the
Company and ▇▇▇▇▇▇ by means of the acquisition by the Company of the ▇▇▇▇▇▇
Shares and the acquisition by the Shareholders of equity securities in the
Company, on the terms and conditions set forth therein. Capitalized terms used
herein and not otherwise defined shall have the meanings assigned thereto in the
Agreement.
B. The Parties desire to amend the provisions of the Agreement on
the terms and conditions set forth herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Amendment, and for other good and
valuable consideration, the receipt and sufficient of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT OF COMPANY SHARE RATIO. The second sentence of
Section 1.3 of the Agreement is hereby amended to read to as follows:
"In exchange for a U.S. Dollar amount equal to 0.32519 Korean Won per
Company Share and the additional agreements of the Shareholders set
forth herein, the Company shall issue to each Shareholder 9.2253525
Company Shares (the "COMPANY SHARE RATIO") multiplied by the number of
▇▇▇▇▇▇ Shares acquired by the Company under this Agreement from such
Shareholder."
2. RATIFICATION OF REMAINING TERMS. Except as set forth above,
the remaining terms and conditions of the Agreement shall not be amended by this
Amendment and shall remain in full force and effect, and binding in accordance
with their respective terms.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph.
EZCOMM ENTERPRISES, INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇
Its: President
▇▇▇▇▇▇ SCIENCE INC.
/S/ ▇▇▇▇ ▇▇▇
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By: ▇▇▇▇ ▇▇▇
Its: Authorized Signatory
"SHAREHOLDERS"
By: ▇▇▇▇▇▇ Science, Inc., as Attorney-in-Fact
/S/ ▇▇▇▇ ▇▇▇
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By: ▇▇▇▇ ▇▇▇
Its: Authorized Signatory
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