FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
EXHIBIT 99.2
FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT
This
First Amendment to Stock Purchase Agreement (“Amendment”) is entered into as of
July 7, 2008 by and among QSGI-CCSI, Inc., a Delaware
corporation (“Buyer”), QSGI
Inc., a Delaware corporation (“QSGI”) (Buyer and QSGI shall hereafter
collectively be the “QSGI Parties”), and Xxxx X. Xxxxxxx
(“Seller”) (The QSGI Parties and Seller shall hereafter be the
“Parties”).
Recitals:
The
Parties have previously entered into a Stock Purchase Agreement dated as of May
6, 2008 (the “Stock Purchase Agreement” or the “SPA”) pursuant to which Buyer
agreed to purchase all of the issued and outstanding shares of capital stock of
Contemporary Computer Services Inc., a New York corporation (the
“Company”).
The
Parties now desire to amend the Stock Purchase Agreement in those certain
respects as provided herein, including to address a guaranty arrangement
involving the Company and Xxxxxx Brothers Bank, FSB (“Xxxxxx”) that remains in
effect as of the date hereof.
NOW,
THEREFORE, the parties agree as follows:
1. Capitalized
terms not otherwise defined in this Amendment shall have the meanings ascribed
to them in the Stock Purchase Agreement.
2. The
definition of “Indebtedness” included in the Stock Purchase Agreement includes
the Company’s guaranty of Seller’s indebtedness (which is in the outstanding
principal amount of $2,215,920.00 as of the date of this Amendment) to
Xxxxxx. For purposes of this Amendment, the “Xxxxxx Debt” shall mean
Seller’s aforesaid indebtedness to Xxxxxx in such amounts as may be outstanding
from time to time, including without limitation principal, interest, fees,
expenses, costs and any other amounts due or to become due in respect thereof
and the “Xxxxxx Guaranty” shall mean the Company’s guaranty of the Xxxxxx
Debt.
3. The Stock
Purchase Agreement is hereby amended as follows:
(a)
The
following new Section 3.6 is added:
“3.6 The outstanding principal amount
of the Indebtedness due by Seller to Xxxxxx which is guaranteed by the Company
pursuant to the Xxxxxx Guaranty, as hereafter defined, is $2,215,920.00 as of
June 5, 2006. Monthly payments of principal and interest due to Xxxxxx pursuant
to the Xxxxxx Debt are $17,095.52 for 360 months commencing July 1, 2006, with
the last payment due June 1, 2036. The Xxxxxx Debt is not in default and Seller
knows of no event or events, which, but for the giving of notice or the passage
of time, or both, would be a default or event of default, as the same
is defined in the documents creating the Xxxxxx Debt (the “Xxxxxx Debt
Documents”). Except for that certain Promissory Note dated May 18,
2006, in the original principal amount of $2,250,000.00, repayment of which is
secured by that certain Mortgage, of even date therewith, which encumbers the
real property, fixtures and improvements located at 000 Xxxxxxxxxxxxx Xxx.,
Xxxxxxx, XX, 00000, Seller knows of no instrument, contract, agreement or
obligation pursuant to which the amount of the Xxxxxx Debt may be
increased.”
(b) The
following is added at the end of Section 4.6(j):
“, except in the Ordinary Course of
Business;”
(c) The
following sentence is added at the end of Section 7.5:
“Proceeds of accounts receivable of the
eSchool Business included in Schedule 7.5 will be
the property of Seller or such Person designated by Seller and, if paid to the
Company after the Closing, will be remitted promptly by the Company to Seller or
such Person.”
(d) The
following has been added at the end of Section 7.1(i):
“, other than the contracts listed on
Schedule
4.15;”
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(e)
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The
definition of “Earnout Period” in Section 10.10 is amended to read as
follows:
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“…the period following the Closing and
ending not sooner than December 31, 2009, or, if the earnout has not been
previously earned for the full year 2008 or 2009, then the period shall be
extended until December 31, 2010.”
(f) Section
10.2(b) is amended to provided that fees and expenses incident to the
Transaction and described therein to be paid by the Company, in the amount of
One Hundred Seventy Thousand Dollars ($170,000.00), shall be paid to Meltzer, Lippe, Xxxxxxxxx and
Breitstone, LLP, (i) as to Fifty Thousand Dollars ($50,000),
by Buyer or QSGI at the Closing, and (ii) as to the balance, by the
QSGI Parties as promptly as possible, but not later than July 31,
2008. Any sum in excess of $170,000 will be paid by
Seller.
4. Seller
covenants and agrees that for so long as the Xxxxxx Guaranty remains in
effect:
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(a)
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Seller
will not permit the unpaid principal amount of the Xxxxxx Debt to exceed
the sum of $2,216,000;
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(b)
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In
the event at any time (i) Seller shall elect to convert all or any part of
the Subordinated Secured Promissory Note into Common Stock in accordance
with the terms thereof, and (ii) at the time of such
conversion or after giving effect thereto, more than
the Maximum Payment Amount, as defined below, of the Subordinated Secured
Promissory Note will have been converted, then, in lieu of delivering a
number of Conversion Shares, valued in the manner set forth in Section
12.8(c) of the SPA, during the thirty (30) trading days next preceding the
applicable date of conversion, attributable to the amount being converted
in excess of the Maximum Payment Amount, QSGI shall deliver
such shares (the “Excess Conversion Shares”), duly authorized and issued
in the name of Seller, to the Escrow Agent, to be held in escrow upon the
terms described in Section 4(c), (d) and (h) hereof. The
Maximum Payment Amount at any time shall mean the difference between (x)
$10,000,000 and (y) the sum of the principal amount of the Xxxxxx Debt
outstanding on the date next preceding the applicable date of conversion,
plus 20% of such sum;
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(c)
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Upon
each reduction of the principal amount of the Xxxxxx Debt by or on behalf
of Seller while Excess Conversion Shares are in escrow as aforesaid,
Seller shall have the right to direct the Escrow Agent to release from
escrow and deliver to Seller a number of Excess Conversion Shares having a
value (based on the weighted average price per share of Common Stock used
to calculate the total number of Excess Conversion Shares) equal to the
amount of such reduction of the principal amount of the Xxxxxx Debt, plus
20% of such sum; upon the payment in full by or on behalf of Seller of the
Xxxxxx Debt, Seller shall have the right to direct the Escrow Agent to
release from escrow and deliver to Seller all Excess Conversion Shares, if
any, remaining in escrow; provided, however, that
in no event Seller shall be entitled to receive, upon the conversion of
the remaining unpaid balance of the Subordinated Secured Promissory Note
and the release of all Excess Conversion Shares from escrow to Seller
under this Section 4(c) or Section 4(d) below, a number of shares greater
than the number determined by dividing (A) the aggregate principal amount
of the Subordinated Secured Promissory Note which has been converted by
(B) the conversion price of $.75. Any excess shares remaining
in escrow after the conversion and release provided for in this Section
4(c) and Section 4(d) below and after giving effect to the application of
the foregoing provision shall be released from escrow and returned to
QSGI;
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(d)
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Upon
each reduction of the principal amount of the Xxxxxx Debt by or on behalf
of the Company pursuant to the Xxxxxx Guaranty or otherwise by the QSGI
Parties as provided in Section 4(i) hereof, QSGI shall have the right to
direct the Escrow Agent to release from escrow and deliver to QSGI a
number of Excess Conversion Shares having a value (based on the weighted
average price per share of Common Stock used to calculate the total number
of Excess Conversion Shares) equal to the amount of such payment of the
Xxxxxx Debt; upon the payment in full by or on behalf of the Company or
the QSGI Parties of the Xxxxxx Debt and the delivery to QSGI of the Excess
Conversion Shares resulting therefrom, Seller shall have the right to
direct the Escrow Agent to release from escrow and deliver to Seller all
Excess Conversion Shares, if any, remaining in escrow subject to the
proviso to Section 4(c) hereof;
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(e)
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Notwithstanding
any contrary provision of the SPA or the Subordinated Secured Promissory
Note, but subject to Section 5 hereof, Buyer, shall have the right, in its
sole discretion, in lieu of making any payment or prepayment to Seller on
account of the Subordinated Secured Promissory Note, whether at maturity,
upon acceleration or otherwise, if and to the extent that such payment or
prepayment would cause the total principal amount of the Subordinated
Secured Promissory Note so paid to exceed the Maximum Payment Amount, to
deliver the amount of such excess (the “Excess Payment Amount”) to the
Escrow Agent, to be held in escrow in an interest-bearing
account upon the terms described in Section 4(f), (g) and
(h) hereof. The deposit(s) of all such escrowed funds (“Escrow
Funds”) shall be deemed a payment of amounts due under the Subordinated
Secured Convertible Note, applied first to accrued interest and then to
unpaid principal, and interest shall no longer accrue under the
Subordinated Secured Convertible Note on such amounts, subject, however,
to Section 5(d) hereof;
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(f)
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Upon
each reduction of the principal amount of the Xxxxxx Debt by or on behalf
of Seller while an Excess Payment Amount is in escrow as aforesaid, Seller
shall have the right to direct the Escrow Agent to release from escrow and
deliver to Seller an amount of the Escrow Funds equal to the reduction of
the principal amount of such payment of the Xxxxxx Debt; upon the payment
in full by or on behalf of Seller of the Xxxxxx Debt, Seller shall have
the right to direct the Escrow Agent to release from escrow and deliver to
Seller all Escrow Funds, if any, remaining in
escrow;
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(g)
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Upon
each reduction of the principal amount of the Xxxxxx Debt by or on behalf
of the Company pursuant to the Xxxxxx Guaranty or otherwise by the QSGI
Parties as provided in Section 4(i) hereof, the QSGI Parties shall have
the right to direct the Escrow Agent to release from escrow and deliver to
QSGI an amount of the Escrow Funds equal to the amount of such reduction
of the principal amount of the Xxxxxx Debt; upon the payment in full by or
on behalf of the Company or the QSGI Parties of the Xxxxxx Debt, and the
delivery of Escrow Funds to QSGI resulting therefrom, Seller
shall have the right to direct the Escrow Agent to release from escrow and
deliver to Seller all remaining Escrow Funds, if any, remaining in
escrow;
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(h)
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The
Escrow Agent shall hold the Excess Conversion Shares and Excess Payment
Amount pursuant to an escrow agreement which (i) shall contain the
substantive terms set forth in Section 4(b), (c) ,(d), (e), (f)
and (g) hereof, and (ii) otherwise shall be in the form of (or may be
combined with) the Escrow Agreement;
and
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(i)
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The
QSGI Parties may, in their sole discretion, discharge all or any portion
of the Xxxxxx Debt or cause the Xxxxxx Guaranty to be removed, either by
direct payment to Xxxxxx of any funds otherwise due to Seller, or his
assigns, under or pursuant to the Stock Purchase Agreement or any Related
Agreement (excluding Base Salary under the Riconda Employment Agreement),
or by distribution of any Escrow Funds duly released from escrow at any
time after the occurrence of any of the following events, upon five (5)
days prior written notice to
Seller:
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(i)
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Seller
breaches any material term, condition or covenant provided herein or under
the SPA, and such breach shall continue unremedied for ten (10) days after
written notice from the QSGI
Parties;
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(ii)
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Seller
defaults in his payment of the Xxxxxx Debt (unless such default occurs at
a time when there is outstanding a payment default by either of the QSGI
Parties under the Subordinated Secured Convertible Note, the Stock
Purchase Agreement, as amended hereby, or any Related Agreement, and such
default has not been cured by Buyer), and Xxxxxx makes demand under, or
otherwise seeks to enforce, the Xxxxxx Guaranty against the
Company;
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(iii)
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Buyer
is required by the Senior Lender to terminate the Xxxxxx
Guaranty;
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(iv)
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Seller’s
employment with the Company is terminated for any reason;
or
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(v)
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thirty
(30) days prior to the 2nd year anniversary of the Closing
Date.
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5.(a)
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In
the event the Company or either of the QSGI Parties makes a direct payment
of the Xxxxxx Debt as provided in Section 4(i) hereof, the Purchase
Price due to Seller shall be reduced by that sum paid to Xxxxxx to the
extent the same did not reduce the balance due to Seller pursuant to the
SPA, the Subordinated Secured Convertible Note or any other Related
Agreement pursuant to Section 4(i) hereof, it being understood and agreed
that (i) Seller is obligated to indemnify the QSGI Parties therefor under
the SPA and the QGSI Parties have the right to set off such payment
against the Purchase Price, the Subordinated Secured Convertible Note and
any other amount otherwise payable to Seller under the SPA or any Related
Agreement, as provided in the SPA; and (ii) Seller shall have no
obligation to pay, or indemnify the QSGI Parties for, any outstanding
Indebtedness, including without limitation the Xxxxxx Debt, if and to the
extent that the Purchase Price, the Subordinated Secured Convertible Note
or any other amount otherwise payable to Seller under the SPA or any other
Related Agreement has been reduced or offset by the amount of such
Indebtedness pursuant to the SPA, as amended hereby, or otherwise, to the
extent of such reduction or setoff;
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(b)
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Except
if Seller shall have been in default pursuant to the Xxxxxx Debt, in which
case this Section 5(b) shall not apply, if any payment by the Company or
the QSGI Parties of the Xxxxxx Debt, pursuant to the Xxxxxx Guaranty or
otherwise, other than a payment (a “Mandatory Xxxxxx Payment”) pursuant to
Section 4(i)(ii) hereof, causes or results in the payment of a prepayment
premium or penalty (whether designated as such, as a yield maintenance
payment or otherwise), the QSGI Parties shall pay or reimburse Seller for
any amount thereof;
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(c)
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Any
Mandatory Xxxxxx Payment that is deemed to pay, or which results in a
reduction in the principal balance of, the Subordinated Secured
Convertible Note is a payment of the Subordinated Secured Convertible Note
and is subject to the terms of the Subordination Agreement dated June 5,
2008 and effective as of the date hereof (as the same may be amended in
accordance with its terms, the “Subordination Agreement”) between Seller
and Victory Park Management, LLC, as administrative agent and as
collateral agent (“Agent”) and Victory Park Capital L.P, as holder of the
Senior Secured Notes referred to therein. Seller shall pay to
Agent the amount of any such deemed payment or reduction in the principal
balance upon the occurrence of such Mandatory Xxxxxx Payment, unless and
to the extent that a payment in such amount is permitted pursuant to the
terms of the Subordination
Agreement;
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(d)
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(i)
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In
the event and to the extent that a payment of the Xxxxxx Debt or under the
Xxxxxx Guaranty or any other Indebtedness set forth on Schedule 4.22
hereto (other than Indebtedness owing to Suffolk County National Bank) is
made by the Company or the QSGI Parties, whether pursuant to Section 4(i),
from the Escrow Funds or otherwise, other than a Mandatory Xxxxxx Payment,
then, notwithstanding any deemed payment of, or reduction in the principal
balance of, the Subordinated Secured Convertible Note that would result
from such payment, and notwithstanding any contrary provision of the
Subordination Agreement, Seller shall have no personal obligation to pay
any amount to the Agent as a result
thereof;
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(ii)
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In
the event any payment described in clause (d) (i) of this Section 5 is
deemed to pay, or results in a reduction in the principal balance of, the
Subordinated Secured Convertible Note, to the extent that a payment in
such amount is not permitted pursuant to the terms of the Subordination
Agreement (taking into account any prior payments or reductions as
described herein) (the “Excess Amount”) (x) Seller shall have an
obligation for which Seller shall have no personal liability and for which
Agent shall have no recourse to Seller or, except as described in clause
(d)(ii)(y) of this Section 5, Seller’s assets to pay to Agent the Excess
Amount, and (y) Seller shall within 10 days of such payment or reduction
grant to Agent a mortgage on 000 Xxxxxxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx
(the “Premises”), in a form reasonably satisfactory to Seller and Agent
(the “Mortgage”) which Mortgage shall not be subject to any prior mortgage
other than a mortgage in favor of Suffolk County National Bank securing a
principal amount not in excess of the principal amount currently owing to
Suffolk County National Bank that is secured by the Premises, to secure
the obligation described in clause (d)(ii)(x) of this Section 5 and
Agent’s sole recourse for the payment of such obligation shall be to the
Premises and the Mortgage. Agent shall not take any action to
enforce its rights under the Mortgage until 180 days have elapsed since
the date Agent provides notice to Seller of the existence of an “Event of
Default” with respect to the Senior Liabilities (as defined in the
Subordination Agreement); provided (A) Agent may take any action necessary
to preserve or protect its rights in any bankruptcy, insolvency or
foreclosure proceeding not instituted by the Agent, and (B) this sentence
shall not restrict Agent’s enforcement if amounts secured by the Mortgage
are due and owing that did not arise under this Section 5(d)(ii);
and
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(iii)
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By
its execution hereof, Agent agrees to be bound by the provisions of
clauses (c) and (d) of this Section 5, and such provisions may not be
waived, amended, modified or terminated without the consent of
Agent. Agent reserves all of its rights against Buyer with
respect to any payment of the Subordinated Secured Convertible Note that
is not permitted by the terms of the Securities Purchase Agreement (as
defined in the Subordination Agreement) and Agent’s execution of this
Amendment shall not be deemed to be a consent to any such
payment.
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6. Seller
shall at all times allow Buyer and/or its representatives reasonable access
during business hours and on prior notice to Seller, to Seller’s applicable
financial and other records for the purpose of verifying the amount of the
Xxxxxx Debt, and hereby grants the QSGI Parties the right to contact directly
the owner/holder of the Xxxxxx Debt for the purposes of (a) verifying the
outstanding balance of the Xxxxxx Debt; (b) verifying that Seller is complying
with the terms and conditions of his obligations to Xxxxxx; (c) notifying the
owner(s)/holder(s) of Xxxxxx Debt of Seller’s obligations under this Amendment,
including but not limited to advising of the restriction on increases
in the Xxxxxx Debt; (d) requesting that the QSGI Parties be copied on any
notices sent to Seller by Xxxxxx; and (e) as to such other matters as the QSGI
Parties or the Senior Lender shall, in either of their sole but reasonable
discretion, determine necessary to ensure compliance with this Amendment. Until
the Company is released from the obligations and liability of the Xxxxxx
Guaranty, Seller hereby grants Buyer or QSGI an irrevocable power of attorney to
sign in his name all documents or public filings which memorialize or summarize
this Agreement. Seller shall promptly provide Buyer and the Senior
Lender with monthly statements as to the amount of the Xxxxxx Debt and the
account activity during the prior month and shall use its commercially
reasonable efforts to add the QSGI Parties and the Senior Lender as additional
insureds on all polices of insurance which Seller is required to maintain by
Xxxxxx.
7. (a) Paragraph
4 of the Riconda Employment Agreement which is attached as Exhibit I to the
Stock Purchase Agreement is amended and restated to read in its entirety as
follows:
“4. Board of
Directors; Advisory Committee.
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(a)
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Subject
to paragraphs (b), (c), (d) and (e) below, as promptly as possible after
the Commencement Date, and in connection with each annual meeting of the
stockholders, commencing the 2008 annual meeting, or consent in lieu
thereof, of QSGI, Employee or his Qualified Nominee, as defined below,
will be nominated for a seat on the Board of Directors of QSGI, and the
Company and QSGI will take all reasonable actions to insure that Employee
or his Qualified Nominee is elected and continues as a Director of QSGI at
all times during and after the Employment Period, so long as either (a)
Employee is the owner of capital stock, including shares issuable upon the
exercise of the Warrant or conversion of the Convertible Note,
constituting at least five (5%) percent of the outstanding capital stock
of QSGI, determined on a fully-diluted basis, or (b) any obligations or
potential obligations of the Company or QSGI for (i) the payment of the
Earnout, if any (in cash or Earnout Stock), or the Convertible Note, or
(ii) the delivery of common stock of QSGI (“Common Stock”) to Employee
upon the exercise of the Warrant, remain outstanding, subject to the right
of the stockholders of QSGI to elect the
directors.
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(b)
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The
Parties acknowledge that the election or appointment of Employee as a
Director or executive officer of QSGI while the Xxxxxx Debt is outstanding
and guaranteed by CCSI, QSGI or any other subsidiary of QSGI (a “QSGI
Guarantor”), would constitute a direct or indirect “extension of credit”
to a director or executive officer by QSGI or a subsidiary of QSGI which
would be prohibited under Section 13(k) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) (a “Prohibited Extension of
Credit”). Accordingly, it is agreed that, for so long as a
Prohibited Extension of Credit would be outstanding if Employee were to be
a Director of QSGI, (i) the provisions of paragraph 4(a) above shall
continue to apply, except that the person to be nominated for continued
election to the Board of QSGI as provided therein shall be a person
designated by Employee who shall otherwise be qualified to serve as a
Director, to whom a Prohibited Extension of Credit would not then be
outstanding and who shall not be a person about whom disclosures would be
required to be made under Part 229 Item 4.01(f) of Regulation S-K under
the Exchange Act (the “Qualified Nominee”); and (ii) Employee is hereby
granted “Observer Rights” as set forth in paragraph 4(c)
below.
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(c)
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The
“Observer Rights” to be granted to Employee include the right, commencing
promptly after the Closing, (i) to receive all notices sent to Directors
of QSGI of meetings of the Board of Directors or any committees thereof,
together with copies of all “Board Packages” and other documents furnished
to the Directors before and after such meetings and relating to their
participation therein, all at the same time as such notices and documents
are sent to Directors, subject to the receipt and/or execution by Employee
of any customary confidentiality or non-disclosure agreements or other
agreement or policy for the protection of “inside” or confidential
information or the prohibition of “xxxxxxx xxxxxxx”, and (ii) the right to
attend each such meeting, strictly as an observer only, without any right
to vote. Notwithstanding the foregoing, Employee shall have no
Observer Rights with respect to matters directly related to his employment
by CCSI or any of the QSGI Parties or any Prohibited Extension of Credit
to him.
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(d)
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Provided
that the Qualified Nominee shall have tendered his resignation or
otherwise shall no longer be a Director, at such time as no Prohibited
Extension of Credit would be outstanding were Employee to be a Director of
QSGI, which will be the case if the Xxxxxx Debt is no longer outstanding
or is no longer guaranteed by a QSGI Guarantor, QSGI will take all
necessary steps to effectuate the election of Employee as a Director in
place of his Qualified Nominee, including, to the extent feasible, the
resignation of the Qualified Nominee as a Director and the appointment of
Employee as a Director to fill the vacancy caused by such
resignation.
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(e)
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Upon
the election or appointment of Employee as a Director, all Observer Rights
shall be terminated and be no further force or
effect.
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(f)
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As
promptly as possible after the Commencement Date, and during the entire
period that Employee shall not be entitled to be a Director if QSGI, as
provided above in this Section 4, or, although entitled to be a Director,
shall not have been elected as such, and to the extent permitted by law,
QSGI will appoint and continue in effect an Advisory Committee
which shall (i) include as its members Employee, who shall be Chairman,
the persons in charge of the Data Security and Compliance, Web Sales and
Maintenance functions of QSGI, the Chief Executive Officer and the
President, (ii) report directly to the Board, (iii) meet periodically at
the direction of the Chairman, and (iv) make
recommendations with respect to the business and operations of
QSGI and its subsidiaries.”
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(b) All
references in the Riconda Employment Agreement to the “EBITDA of the Company”
shall mean the EBITDA of Contemporary Computer Services, Inc.
8.
The Company agrees to pay to eSchoolData, LLC (“eSchool”), as promptly as its
cash flow and borrowing capacity shall permit from time to time, all amounts due
and owing to eSchool arising out of collections made by Contemporary Computer
Services, Inc., prior to the date hereof of accounts receivable of eSchool, in
the accrued amount of $130,157.80.
9. The
QSGI Parties acknowledge and agree that the amount of Working Capital of the
Company, as shown on the unaudited balance sheet of the Company as of July 7,
2008, a copy of which has been attached hereto as an Exhibit, is satisfactory
and in compliance with Section 7.1(a) of the SPA, as amended
hereby.
10. The
provisions of this Amendment shall be cumulative and in addition to any other
remedies available to the QSGI Parties under the Stock Purchase
Agreement. In the event of any conflict between the terns of this
Amendment and the SPA, the terms of this Amendment shall be
controlling.
11. Effective
as of the date hereof, Seller is delivering to the Company and the QSGI Parties
two Agreements, in the form attached as Annex A hereto, which together shall
constitute Schedule Q to the SPA, as amended hereby.
12. This
Amendment shall not effect any other term or provision of the Stock Purchase
Agreement which, as amended hereby, shall continue in full force and effect and
is hereby ratified and confirmed by the Parties.
13. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument. Facsimile signatures shall have the same legal
effect as original signatures.
[Signature
Page Follows]
Executed
as of the date first written above.
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QSGI-CCSI,
Inc.
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By:
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Its:
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By:
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Its:
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Xxxx
X. Xxxxxxx
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VICTORY
PARK MANAGEMENT, LLC, as, AGENT (for purpose of Section 5(c) and (d)
only)
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By:
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Name:
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Title
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