EXHIBIT 2.2
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the "Agreement") is entered into this 1st day
of September, 1999, by and between American United Global, Inc. ("AUGI"); and
eGlobe, Inc. (f/k/a Executive TeleCard, Ltd.), a Delaware corporation
("eGlobe").
WHEREAS, American United Global, Inc., Connectsoft Communications
Corporation ("CCC"), Connectsoft Holding Corp. ("Connectsoft"), eGlobe, C-Soft
Acquisition Corp. (the "Buyer") and Vogo Networks, LLC, a Delaware limited
liability company of which eGlobe is the only member ("Vogo LLC") entered into
an Asset Purchase Agreement ("Purchase Agreement") dated July 10, 1998, as
subsequently amended;
WHEREAS, eGlobe, through its subsidiary Vogo LLC, purchased
substantially all the assets of Connectsoft and CCC, for which eGlobe issued one
share of its 6% Series G Cumulative Convertible Redeemable Preferred Stock (the
"Series G Preferred Stock");
WHEREAS, AUGI and eGlobe desire to enter into new arrangements with
respect to the Series G Preferred Stock;
NOW, THEREFORE, in consideration of the promises, the mutual
representations, warranties and covenants set forth herein, eGlobe and AUGI
hereby agree as follows:
1. Exchange. Within 5 business days following the execution and
delivery of this Agreement (the "Closing"), AUGI shall deliver its issued and
outstanding share of Series G Preferred Stock to eGlobe at eGlobe's principal
place of business as set forth on the signature page hereto and eGlobe will
immediately issue and deliver to AUGI 30 shares (the "Series K Shares") of
Series K Cumulative Convertible Preferred Stock, par value $.001 per share, of
eGlobe (the "Series K Preferred Stock") at the address for AUGI as set forth on
the signature page hereto.; The terms of the Series K Preferred Stock shall be
as set forth in the form of Certificate of Designations for the Series K
Preferred Stock attached hereto as Exhibit A.
2. Registration Rights. The Registration Rights Agreement dated June
17, 1999 between eGlobe and AUGI (the "Registration Rights Agreement") shall
remain in full force and effect notwithstanding the exchange contemplated by
this Agreement. The Series K Shares shall for all purposes be Registrable
Securities (as defined in the Registration Rights Agreement).
3. Closing. At the Closing, to the extent permitted by law, AUGI's
share of Series G Preferred Stock shall, by virtue of AUGI's execution of this
Agreement, be deemed converted into the right to receive 30 shares of Series K
Preferred Stock. As a result of AUGI's execution of this Agreement, to the
extent permitted by law, such share of Series G Preferred Stock shall cease to
be outstanding and shall be canceled and retired and shall cease to exist even
if the certificate representing such share of Series G Preferred Stock is not
surrendered.
4. Miscellaneous.
(a) Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement of AUGI and eGlobe.
(b) Waiver. Any breach of any obligation, covenants, agreement
or condition contained herein shall be deemed waived by the non-breaching party,
only by a writing, setting forth with particularity the breach being waived and
the scope of the waiver, but such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other breach. No waiver shall be
implied from any conduct or action of the non-breaching party. No failure or
delay by any party in exercising any right, power or privilege hereunder or
under the Series B Preferred Stock, the Replacement Warrants or the Series I
Preferred Stock and no course of dealing by any party shall operate as a waiver
and any right, power or privilege hereunder or under the Series B Preferred
Stock, the Replacement Warrants or the Series I Preferred Stock nor shall any
single or partial exercise thereof or the exercise of any other right, power or
privilege.
(c) Binding Nature of Agreement. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
any of the parties hereto without the prior written consent of the other
parties. Any such assignment without the prior written consent of all the
parties shall be invalid.
(d) Governing Law. This Agreement and the legal relations
among the parties hereto shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to contracts made and performed
therein.
(e) Expenses. Except as provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense.
(f) Counterparts. This Agreement may be signed in counterparts
with the same effect as if all parties had signed one and the same instrument.
(g) Form of Signature. The parties hereto agree to accept a
facsimile transaction copy of their respective signatures as evidence of their
respective actual signatures to this Agreement; provided, however, that each
party who produces a facsimile signature agreement, by the express terms hereof,
to place, immediately after transmission of its signature by fax, a true and
correct original copy of its signature in overnight mail to the address of the
other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed the day and year first above written.
eGlobe, Inc.
By:
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Christopher J. Vizas
Chairman and Chief Executive Officer
Address: 1250 24th Street, NW, Suite 725
Washington, DC 20037
American United Global, Inc.
By:
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Name:
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Title:
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Address: c/o Gersten, Savage & Kaplowitz LLP
101 E. 52nd Street
New York, NY 10022
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