0000950159-08-001041 Sample Contracts

Contract
Subordinated Note • July 10th, 2008 • Qsgi Inc. • Services-business services, nec • Florida

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (C) PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHERE THE HOLDER HAS FURNISHED A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER IS LEGAL UNDER THE ACT AND APPLICABLE STATE LAW.

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FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 10th, 2008 • Qsgi Inc. • Services-business services, nec

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 John R. Riconda (“Seller”) (The QSGI Parties and Seller shall hereafter be the “Parties”).

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