ADDENDUM TO MERGER AGREEMENT
This Addendum Agreement, entered into by and among Xxxxx Xxx and Xxxxxx
Xxxxxx (hereinafter collectively referred to as the "Shareholders" and
occasionally individually, as "Shareholder"), Northeastern Communications
Systems, Inc., a Wisconsin corporation ("NCS") and Telecomm Industries Corp., a
Delaware corporation ("Telecomm").
WITNESSETH:
WHEREAS, the parties hereto entered into a Merger Agreement effective
January 1, 1997, whereby NCS has agreed to merge into Telecomm (the "Merger");
and
WHEREAS, Xx. Xxxxxx Xxxxxxx ("Xxxxxxx") has exercised her Dissenter's
rights pursuant to Wisconsin Statutes Section 180.130, et seq., and fair value
for Xxxxxxx'x common stock of NCS has been paid to her; and
WHEREAS, as a result of Xxxxxxx'x exercise of her Dissenter's rights, the
consideration to be paid by Telecomm to NCS and the Shareholders in
consideration of NCS's merger with Telecomm can now be specifically determined;
and
WHEREAS, the parties hereto desire to confirm the allocation of the cash
consideration and the conversion of NCS shares related to the Merger and set
forth said allocations in this Addendum Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
1. CASH CONSIDERATION. Pursuant to the Merger Agreement, the
Shareholders of NCS shall receive $400,000.00 in cash, or other readily
available funds, at closing, to be allocated as follows:
Shareholder Percentage Cash
----------- ---------- ----
Xxxxx Xxx 94.6% $378,400.00
Xxxxxx Xxxxxx 5.4% $ 21,600.00
------ -----------
100.0% $400,000.00
2. CONVERSION OF NCS SHARES. Notwithstanding anything contained in the
Merger Agreement at paragraph 1.2.2 to the contrary, the NCS Shares shall be
exchanged as a result of the Merger for the Telecomm Shares. Telecomm shall
deliver to each Shareholder at Closing and/or within a reasonable time
thereafter, a share certificate evidencing ownership of Telecomm Shares, as set
forth in the table below, upon surrender to Telecomm of the share certificates
or certificates representing such Shareholder's ownership of NCS Shares duly
endorsed for transfer or accompanied by properly executed stock powers.
Shares Owned Percentage
Shareholder in NCS of Ownership
----------- ------------ ------------
Xxxxx Xxx 1,750 94.6%
Xxxxxx Xxxxxx 100 5.4%
----- -----
1,850 100.0%
Telecomm Shares
--------------
Xxxxx Xxx 378,400
Xxxxxx Xxxxxx 21,600
-------
400,000
3. Except as otherwise set forth herein, all other terms and conditions
of the Merger Agreement shall remain in full force and effect unchanged by this
Addendum.
Dated this 3rd day of January, 1997.
NORTHEASTERN COMMUNICATIONS
SYSTEMS, INC.
By:__________________________________
Xxxxx X. Xxx, President
___________________________________
Xxxxx X. Xxx, Shareholder
____________________________________
Xxxxxx Xxxxxx, Shareholder
TELECOMM INDUSTRIES CORP.
By:___________________________________
Xxxxxxx X. Xxxx, Chairman
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