SECOND ADDENDUM TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.4
SECOND
ADDENDUM
TO
THIS
SECOND ADDENDUM (“Second Addendum”) made this 28th day of March, 2006 (and
effective as of April 16, 2004) to the Agreement and Plan of Merger dated April
16, 2004 (“Merger Agreement”) by and between WindsorTech, Inc., a Delaware
Corporation (“Parent”) (now “QSGI Inc”), QualTech International Acquisition
Corporation and QualTech Services Acquisition Corporation, Delaware corporations
and wholly owned subsidiaries of Parent (collectively the “Merger Subs”), and
QualTech International Corporation and QualTech Services Group, Inc., Minnesota
corporations (the “Companies”) and the sole shareholders of the Companies, Xxxx
X. Xxxxx and Xxxxxx X. Xxxxx, respectively, residents of Minnesota.
WHEREAS,
the
parties have agreed to amend and more fully and accurately reflect the Parties’
intentions in the Addendum dated February 28, 2005; and
WHEREAS,
the
parties hereto acknowledge full and adequate consideration has been rendered
in
connection with the rights and obligations associated with this Second
Addendum.
NOW,
THEREFORE,
the
parties to this Second Addendum agree as follows:
| 1. |
The
Parties are aware that certain provisions of the Merger Agreement,
Addendum and Employment Agreement of Xxxx X. Xxxxx dated February 28,
2005
may give the impression that the Additional Merger Consideration
referenced therein is tied to the continued employment of Xx. Xxxxx.
|
| 2. |
The
parties assert and acknowledge that it is not now, and was not at the
time
the Merger Agreement, Addendum and Employment Agreement were each
executed, the intent of any party to tie the Additional Merger
Consideration to Xx. Xxxxx employment.
|
| 3. |
Consequently,
the Parent and the Merger Subs agree that they will not take any action
whatsoever to enforce any provision or covenant in Paragraph 1.11(1)
of
the Addendum to the Merger Agreement in the event that Xxxx Xxxxx early
resigns or is terminated “for cause.”
|
| 4. |
The
Parent and Merger Subs further agree that Paragraphs 3 and 6 of the
Employment Agreement of Xxxx Xxxxx shall not be read or interpreted
as
inconsistent with the agreements set forth in this Second
Addendum.
|
| 5. |
All
other terms and provisions of the Merger Agreement and Addendum shall
remain in full force and effect except those modified by this Second
Addendum.
|
IN
WITNESS WHEREOF, the parties have executed this Second Addendum effective the
day and year first written above.
|
WINDSORTECH,
INC. (QSGI INC.)
|
QUALTECH
SERVICES ACQUISITION CORPORATION
|
|
By:
____________________________
|
By:
__________________________
|
|
Name:
Xxxx Xxxxxxx
|
Name:
Xxxx Xxxxxxx
|
|
Title:
CEO
|
Title:
CEO
|
|
QUALTECH
INTERNATIONAL
|
QUALTECH
INTERNATIONAL
|
|
ACQUISITION
CORPORATION
|
CORPORATION
|
|
By:
____________________________
|
By:
__________________________
|
|
Name:
Xxxx Xxxxxxx
|
Name:
Xxxx X. Xxxxx
|
|
Title:
CEO
|
Title:
|
|
QUALTECH
SERVICES GROUP, INC.
|
QUALTECH
SERVICES GROUP, INC., SOLE SHAREHOLDER
|
|
By:
____________________________
|
By:
__________________________
|
|
Name:
Xxxxxx X. Xxxxx
|
Name:
Xxxxxx X. Xxxxx
|
|
Title:
|
Title:
|
|
QUALTECH
INTERNATIONAL
|
XXXX
X. XXXXX
|
|
CORPORATION
SOLE SHAREHOLDER
|
|
|
By:
____________________________
|
By:
__________________________
|
|
Name:
Xxxx X. Xxxxx
|
Name:
Xxxx X. Xxxxx
|
|
Title:
|
Title:
Individually
|
