EXHIBIT 2.2
AMENDMENT AND CLARIFICATION OF SECURITIES EXCHANGE AGREEMENT
This Amendment and Clarification of Securities Exchange Agreement is made
and entered into as of the 16/th/ day of September, 1999, for the purpose of and
clarifying certain provisions of the Securities Exchange Agreement entered into
as of the 16/th/ day of September, 1999 (the "Agreement") by and among
ADDvantage Media Group, Inc., an Oklahoma corporation ("AMG"), David E. Chymiak,
Kenneth A. Chymiak, as Trustee of the Ken Chymiak Revocable Trust Dated March 4,
1992, and Susan C. Chymiak, as Trustee of the Susan Chymiak Revocable Trust
Dated March 4, 1992 (collectively, "Shareholders" each a "Shareholder").
Recitals:
WHEREAS, the parties hereto desire to clarify and, to the extent
appropriate, amend and modify certain terms of the Agreement and are entering
into this Amendment and Clarification of Securities Exchange Agreement (this
Amendment) for such purpose;
NOW THEREFOR, IN CONSIDERATION of the recitals and mutual covenants and
agreements set forth in this Amendment, the parties hereto hereby agree as
follows:
1. The capitalized terms used herein shall have the same meanings as set
forth in the Agreement unless otherwise specifically provided herein. The term,
"Shareholder Notes" is revised to mean those certain demand promissory notes
issued by TULSAT, in favor of the Shareholders in the aggregate original
principal amount of $10,000,000.
2. The provisions of Article 2 of the Agreement shall be amended so that
it reads in its entirety as follows:
"ARTICLE II
Tax-Free Transfer
"Section 2.1 Transfer of TULSAT Common Stock. At Closing, upon the
terms and subject to the conditions set forth in this Agreement,
Shareholders shall contribute, assign, and transfer to AMG, and AMG shall
receive from Shareholders, all of the issued and outstanding TULSAT Common
Stock. At Closing, Shareholders shall deliver to AMG certificates
representing all of the TULSAT Common Stock, free and clear of all liens,
claims, charges, restrictions, equities or encumbrances of any kind, which
certificates shall be duly endorsed to AMG or accompanied by duly executed
stock powers in a form satisfactory to AMG.
"Section 2.2 Issuance of AMG Securities. In exchange for all of the
shares of TULSAT Common Stock, AMG shall issue to the Shareholders a total
of 50,000 shares of AMG Nonconvertible Preferred Stock, 200,000 shares of
AMG Convertible Preferred
Stock and 8,000,000 shares of AMG Common Stock, registered in each
Shareholder's name and in the respective amounts set forth in Exhibit B. At
Closing, AMG shall deliver to each Shareholder the stock certificates
representing the AMG Securities.
"Section 2.3 Closing. Closing shall take place on the Closing Date at
such time and place as is agreed by AMG and Shareholders.
"Section 2.4 Post-Closing Exchange of Notes. Subsequent to Closing,
the Shareholders shall deliver to AMG the Shareholder Notes, endorsed
"Payable to the Order of ADDvantage Media Group, Inc.," free and clear of
all liens, claims, charges, restrictions, equities or encumbrances of any
kind. In exchange therefor, AMG shall issue to the Shareholders an
aggregate of 250,000 shares of AMG Nonconvertible Preferred Stock
registered in each Shareholder's name and in the respective amounts set
forth in Exhibit B. At such time, AMG shall deliver to each Shareholder the
stock certificates representing such shares of AMG Nonconvertible Preferred
Stock."
3. Exhibit B attached hereto shall replace in its entirety the Exhibit B
which is attached to the Agreement.
4. Except as specifically amended and clarified hereby, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
AMG: Shareholders:
ADDvantage Media Group, Inc. /s/ David E. Chymiak
------------------------------------
David E. Chymiak
/s/ Kenneth A. Chymiak
------------------------------------
By: /s/ Charles H. Hood Kenneth A. Chymiak, as Trustee of
------------------------------ the Ken Chymiak Revocable Trust
Charles H. Hood, President Dated March 4, 1992
/s/ Susan C. Chymiak
------------------------------------
Susan C. Chymiak, as Trustee of
the Susan C. Chymiak Revocable Trust
Dated March 4, 1992
EXHIBIT B
Exchanges Occurring at Closing
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TULSAT Securities AMG Securities
Shareholder Surrendered Received
- ----------- ----------- --------
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David E. Chymiak 350 Shares of 25,000 Shares of AMG
TULSAT Common Stock Nonconvertible Preferred Stock;
100,000 Shares of AMG
Convertible Preferred Stock; and
4,000,000 Shares of AMG
Common Stock
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Kenneth A. Chymiak, as 175 Shares of TULSAT 12,500 Shares of AMG
Trustee of the Ken Common Stock Nonconvertible Preferred Stock;
Chymiak Revocable Trust 50,000 Shares of AMG Convertible
Dated March 4, 1992 Preferred Stock; and
2,000,000 Shares of AMG
Common Stock
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Susan C. Chymiak, as 175 Shares of TULSAT 12,500 Shares of AMG
Trustee of the Susan Common Stock Nonconvertible Preferred Stock;
Chymiak Revocable Trust 50,000 Shares of AMG Convertible
Dated March 4, 1992 Preferred Stock; and
2,000,000 Shares of AMG
Common Stock
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Exchanges Occurring After Closing
- ------------------------------------------------------------------------------------------
Amount of Shareholder Note AMG Securities
Shareholder Surrendered Received
- ----------- ----------- --------
- ------------------------------------------------------------------------------------------
David E. Chymiak $5,000,000 125,000 Shares of AMG
Nonconvertible Preferred
Stock
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Kenneth A. Chymiak, as $2,500,000 Shareholder Note 62,500 Shares of AMG
Trustee of the Ken Chymiak Nonconvertible Preferred
Revocable Trust Dated Stock
March 4, 1992
- ------------------------------------------------------------------------------------------
Susan C. Chymiak, as $2,500,000 Shareholder Note 62,500 Shares of AMG
Trustee of the Susan Nonconvertible Preferred
Chymiak Revocable Trust Stock
Dated March 4, 1992
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