EXHIBIT 2.4
PORTAGY CORP.
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
1555 Palm Beach ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
May 18, 2006
VIA EMAIL
Cell Power Technologies, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President
Re: Cell Power / Portagy
Third Amendment to Merger Agreement
Dear ▇▇. ▇▇▇▇▇▇▇▇▇▇:
This letter agreement amends the Agreement and Plan of Merger among
Cell Power Technologies, Inc. ("Cell Power"), Portagy Acquisition Corp. ("PAC")
and Portagy Corp. ("Portagy") entered into on March 17, 2006 (the "Agreement"),
as amended, in the following respects:
1. The time to consummate the closing shall be extended to June 15,,
2006.
2. Notwithstanding anything in the Agreement, as amended, to the
contrary including but not limited to Section 2.01(c) and Exhibit A thereof,
each share of Company Stock (other than shares of Company Stock to be canceled
in accordance with Section 2.01(b)) shall be converted into the right to receive
from the Parent 1.943808758 shares of Parent Common Stock. Notwithstanding
anything in the Agreement, as amended, to the contrary including but not limited
to Section 2.01(c) and Exhibit A, each Company Warrant shall be converted into
the right to receive from the Parent that number of Parent Warrants exercisable
for 1.943808758 shares of Parent Common Stock. The exercise price of the Parent
Warrants issuable shall be adjusted proportionately. The 1.943808758 to 1
exchange ratio assumes that the shares issuable upon conversion of the
convertible notes referred to in footnote 6 of Exhibit A to the Second Amendment
dated April 6, 2006 to the Agreement are not included in the exchange ratio and
will not be subject to it. A copy of the current capitalization table is
attached as Exhibit A.
3. In all other respects, the Agreement, as amended, is ratified and
confirmed.
Cell Power Technologies, Inc.
May 18, 2006
Page 2
Please execute a copy of this letter agreement and return it to us.
Sincerely yours,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Chief Executive Officer
We hereby agree to the foregoing:
CELL POWER TECHNOLOGIES, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President and
Chief Executive Officer
PORTAGY ACQUISITION CORP.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President