Exhibit 2.4
JOINDER
AGREEMENT
This Joinder Agreement (this “
Joinder Agreement ”) is made and entered into as of
the 2nd day of January 2007 by and between Anthony Wolf (“
Shareholder ”), and Huron Consulting Group Holdings
LLC, a Delaware limited liability company (“ Purchaser
”).
RECITALS
WHEREAS, Purchaser desires to
purchase all of the issued and outstanding shares of the capital
stock of Glass & Associates, Inc., a Delaware corporation
(the “ Company ”), which are owned by
Shareholder (constituting 32 shares and are referred to herein as
(the “ Shares ”)); and
WHEREAS, pursuant to that certain
Stock Purchase Agreement, dated as of the date hereof (the “
Purchase Agreement ”), by and among the Company, each
of the shareholders of the Company, and Purchaser and Guarantor (as
defined in the Purchase Agreement), Purchaser intends to acquire
all of the issued and outstanding shares of the capital stock of
the Company consisting of 736 shares of common stock, par value of
$.01 per share; and
WHEREAS, Purchaser and Shareholder
desire to modify certain of the terms and conditions of the
Purchase Agreement as they may apply to Shareholder and to make
certain additional agreements with respect to the sale of the
Shares owned by Shareholder all as reflected in this Joinder
Agreement; and
WHEREAS, the execution of this
Joinder Agreement by Shareholder is a condition precedent to the
obligations of the parties to the Purchase Agreement to consummate
the transactions contemplated by the Purchase Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the representations, warranties, covenants and
agreements contained in this Joinder Agreement and incorporated
herein from the Purchase Agreement, and for other good and valuable
consideration the receipt and sufficiency of which is acknowledged,
Shareholder and Purchaser hereby agree as follows:
1. Definitions and
Construction .
Capitalized terms used in this Joinde
