Exhibit 2.4
AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement is dated as of June 25, 1999,
by and between QUESTRON DISTRIBUTION LOGISTICS, INC. a Delaware corporation
("QDL"), QUESTRON TECHNOLOGY, INC., a Delaware corporation ("Questron"), XXXXX
X. XXXXXXXXX ("Xxxxxxxxx"), CAPITAL FASTENERS, INC., a North Carolina
corporation (the "Company") and XXXXX X. XXXXXXXXX REVOCABLE TRUST UNDER
AGREEMENT DATED JUNE 25, 1999, XXXXX X. XXXXXXXXX GRANTOR AND TRUSTEE (the
"Trust").
WITNESSETH:
WHEREAS, Questron, QDL, Xxxxxxxxx and the Company are parties to a Stock
Purchase Agreement dated as of April 26, 1999 (the "Stock Purchase Agreement"),
providing for the sale by Xxxxxxxxx to QDL of all the issued and outstanding
share of capital stock of the Company (the "Shares"); and
WHEREAS, Xxxxxxxxx has transferred to the Trust all of Xxxxxxxxx'x
beneficial and record ownership of the Shares; and
WHEREAS, the parties now desire to enter into this Amendment to Stock
Purchase Agreement, to provide for the addition of the Trust as a party to the
Stock Purchase Agreement, for purposes of assuming and performing on a joint and
several basis with Xxxxxxxxx the obligations of Xxxxxxxxx under the Stock
Purchase Agreement including, without limitation, the obligations of Xxxxxxxxx
with respect to the transfer and sale of the Shares;
NOW, THEREFORE, in consideration of the mutual covenants and premises
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto agree
as follows:
1. The Stock Purchase Agreement is hereby amended to add the Trust as a
party to the Stock Purchase Agreement. The Trust hereby undertakes, assumes and
agrees to perform all the obligations of Xxxxxxxxx as the "Seller" under the
Stock Purchase Agreement, in accordance with its terms; provided, however, that
Xxxxxxxxx shall remain jointly and severally obligated to perform any and all
obligations of Seller under the Stock Purchase Agreement, including, but not
limited to, any and all of Seller's indemnity obligations under the Stock
Purchase Agreement.
2. The Trust is hereby substituted in place of Xxxxxxxxx under the Stock
Purchase Agreement for the purpose of transferring to QDL valid record and
beneficial title to the Shares in accordance with the Stock Purchase Agreement.
The parties acknowledge that payment of the Initial Purchase Price and the
Deferred Purchase Price (as such terms are
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defined in the Stock Purchase Agreement), to the extent payable under the Stock
Purchase Agreement, shall be made to the Trust.
3. The Trust hereby undertakes, assumes and agrees to perform and make,
on behalf of itself, the Company and Xxxxxxxxx, as and to the fullest extent
applicable, all of the representations and warranties, covenants and obligations
whatsoever (including, but not limited to, any and all of Seller's indemnity
obligations under the Stock Purchase Agreement) of Xxxxxxxxx under the Stock
Purchase Agreement including, without limitation, the representations and
warranties of Xxxxxxxxx set forth in Paragraphs 3.1 ("Authority; Due
Execution"), 3.5 ("Ownership of Shares"), 3.7 ("No Violation") and 3.31
("Investment Intent").
4. Xxxxxxxxx acknowledges that nothing herein shall release him from his
obligations under the Stock Purchase Agreement including, but not limited to,
any and all of Seller's indemnity obligations under the Stock Purchase
Agreement. Xxxxxxxxx and the Trust acknowledge that their obligations under the
Stock Purchase Agreement shall be joint and several.
5. This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Amendment shall be
governed by and construed in accordance with the terms, conditions and
provisions of the Stock Purchase Agreement. Unless otherwise defined herein all
defined terms herein shall have such meaning ascribed to such terms in the Stock
Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first above written.
QUESTRON DISTRIBUTION LOGISTICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chairman and Chief Executive Officer
QUESTRON TECHNOLOGY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Title: Chairman and Chief Executive Officer
/s/ Xxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PRECEDING PAGE]
CAPITAL FASTENERS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, President
XXXXX X. XXXXXXXXX REVOCABLE TRUST
UNDER AGREEMENT DATED JUNE 25, 1999,
XXXXX X. XXXXXXXXX GRANTOR AND
TRUSTEE
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, Trustee
853597.1
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