AGREEMENT
EXHIBIT
2.4
This
Agreement (“Agreement”) is entered into on this 30th day, of
April, 2008 by and between Zealous Trading Group, Inc. (fka Atlantic Syndication
Network Inc.), a Nevada corporation (the “Parent”), ASNI II, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Zealous
Holdings, Inc., a Delaware corporation (the “Company”). This
Agreement is in reference to that certain Agreement and Plan of Merger dated
July 16, 2007 (“Merger Agreement”). Capitalized terms used in this
Agreement without definition shall have the meanings as set forth in the Merger
Agreement. Parent, Merger Sub and Company are collectively
referred to herein as “Parties.”
WHEREAS,
the Parent, Merger Sub and Company have entered into that Merger Agreement in
which the Company shall be merged with and into Merger Sub (the
“Merger”);
WHEREAS,
the closing of the Merger was to take place at the offices of Xxxxx Xxxxxxx, 000
Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000;
WHEREAS,
the Parties made certain representations, warranties and covenants, and agreed
to conduct their business as specified in the Merger Agreement prior to the
closing of the Merger;
NOW, THEREFORE, in
consideration of the mutual covenants, promises, representations and warranties
set forth herein, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree or
provide consent to the following:
|
1.
|
Pursuant
to Article I, Section 1.2 of the Merger Agreement, Parties agree to change
the place of closing from the offices of Xxxxx Garneau at 000 Xxxxx Xxxxxx
Xxxx, Xxxxxxxxx, XX 00000 to Xxxxxxxxx Xxxxx P.C. at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxx, XX
00000.
|
|
2.
|
Pursuant
to Article I, Section 1.3 of the Merger Agreement, Parent and Company
agree that May 9, 2008 shall be the effective time of the
Merger.
|
|
3.
|
Pursuant
to Article IV, Section 4.2(c) of the Merger Agreement, the Company
consents to the following transactions, including without limitation,
those transactions with those certain individuals or entities listed on
Schedule A, which is incorporated by reference
herein:
|
|
a.
|
Section
4.2(c)(i): the issuance of certain securities, including without
limitation warrants, listed on Schedule
A.
|
|
b.
|
Section
4.2(c)(iii): (1) the creating, incurring or assuming any indebtedness; (2)
the assuming, guaranteeing, endorsing or otherwise become liable or
responsible for the obligations of any other person or entity; (3) making
any loans, advances or capital contributions to any other person or
entity, listed on Schedule A.
|
|
c.
|
Section
4.2(c)(v): the leasing of that certain property located at 00000 Xxx Xxxx
Xxxxxx, Xxxxxx, XX 00000.
|
|
d.
|
Section
4.2(c)(vii): the Security Agreement in which the Debenture Holders (as
listed on Schedule A) and Zealous Capital Markets LLC have a security
interest in the assets of Parent.
|
|
e.
|
Section
4.2(c)(ix): amend its articles of incorporation and
bylaws.
|
|
4.
|
Pursuant
to Article IV, Section 4.6(a) of the Merger Agreement, the Company hereby
provides notice to the Parent of those certain Company representations and
warranties in Section 3.1 that are inaccurate or untrue after the Merger
Agreement date or prior to the Closing, as set forth on Exhibit
A.
|
|
a.
|
Parties
agree to change June 30, 2007 to December 31, 2007 as the “Balance Sheet
Date,” in Section 3.1(i)
|
|
b.
|
Parties
agree to change Section 3.1(l) by amending the last words in the paragraph
from “the date hereof” to “the Balance Sheet
Date.”
|
|
5.
|
Pursuant
to Article IV, Section 4.7 of the Merger Agreement, the Company provides
consent to the Parent to issue or make a publication or press release or
other public announcement with respect to the Merger Agreement or the
transaction contemplated therein.
|
|
6.
|
Pursuant
to Article IV, Section 4.10(b) of the Merger Agreement, the Parties agree
that the used equipment was determined to have no realizable value and is
disposed of.
|
|
7.
|
This
Agreement may be executed in any number of counterparts, including
facsimile. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be
necessary to produce one such
counterpart.
|
|
8.
|
The
terms and provisions hereof shall be binding upon and inure to the benefit
of the parties hereto, their heirs, representatives, successors and
assigns.
|
|
9.
|
Except
as provided herein, the terms and provisions of the Merger Agreement shall
remain unchanged and shall remain in full force and
effect.
|
[Signature
on following page]
IN
WITNESS WHEREOF, this Agreement is executed as of the date first written
above.
|
/s/ XXXXXX XXXX,
III
By:
Xxxxxx “Xxxx” Xxxx, III
Chief
Executive Officer and President
ZEALOUS
HOLDINGS, INC.
/s/ SOTHI
THILLAIRAJAH
By:
Sothi Thillairajah
Chief
Operating Officer
ASNI
II, INC.
/s/ XXXX X. XXXXX,
XX.
By:
Xxxx X. Xxxxx, Xx.
President
|
2
