Third Amendment to Merger Agreement among Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp.

Summary

This amendment updates the merger agreement between Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp. It extends the deadline to complete the merger to June 15, 2006, and changes the exchange ratio so that each share of Company Stock will be converted into 1.943808758 shares of Parent Common Stock. Company Warrants will also be adjusted accordingly. All other terms of the original agreement remain unchanged. The amendment is effective upon signature by the parties.

EX-2.4 4 ex2-4.txt AMENDMENT TO MERGER EXHIBIT 2.4 PORTAGY CORP. c/o Harris Cramer LLP 1555 Palm Beach Lakes Boulevard Suite 310 West Palm Beach, FL 33401 May 18, 2006 VIA EMAIL Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, New York 11218 Attention: Mr. Jacob Herskovits, President Re: Cell Power / Portagy Third Amendment to Merger Agreement Dear Mr. Herskovits: 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 ###-###-#### 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 ###-###-#### shares of Parent Common Stock. The exercise price of the Parent Warrants issuable shall be adjusted proportionately. The ###-###-#### 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, Charles Wiesel, Chief Executive Officer We hereby agree to the foregoing: CELL POWER TECHNOLOGIES, INC. By: ---------------------------------------- Jacob Herskovits, President and Chief Executive Officer PORTAGY ACQUISITION CORP. By: ---------------------------------------- Jacob Herskovits, President