EXHIBIT 10.11
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (the "Amendment") dated April 3, 2006 to the
AGREEMENT AND PLAN OF MERGER, dated as of January 6, 2006 (this "Agreement"),
among iVoice, Inc., a New Jersey corporation ("Parent"), ▇▇▇▇▇▇ Pharmaceuticals,
Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey corporation and a direct,
wholly owned subsidiary of Parent ("▇▇▇▇▇▇ NJ"), ▇▇▇▇▇▇ Pharmaceuticals Ltd., a
New York corporation (the "Company"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., a natural person
residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇ ▇.
▇▇▇▇▇, a natural person residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ("▇▇▇▇▇", and together with ▇▇▇▇▇▇, the "Major
Shareholders"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a natural person residing at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, a natural person residing at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a natural person
residing at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, a natural person residing at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇ are each individually referred to herein as
"Shareholder" and collectively as the "Shareholders").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto have mutually agreed that the Parent's
obligations to invest further in ▇▇▇▇▇▇ NJ shall be delayed until June 15, 2006
when ▇▇▇▇▇▇ NJ shall have obtained additional sales revenue;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parent, ▇▇▇▇▇▇ NJ and the Shareholders hereby agree to amend the
Agreement as follows:
1. Section 5.04(a) of the Agreement is hereby deleted in its
entirety and replaced with the following new language:
(a) Parent agrees with and covenants to the Shareholders that,
following the Effective Time, that if ▇▇▇▇▇▇ NJ generates
sales (including purchase orders presented in good faith) of
at least Two Hundred Thousand Dollars ($200,000) (referred
to hereinafter as the "Initial Sales Amount") in the period
beginning on January 6, 2006 and ending on the close of
business on June 10, 2006, it will purchase from ▇▇▇▇▇▇ NJ:
(i) an additional Debenture in the principal amount of at
least Two Hundred Twenty Five Thousand Dollars ($225,000) on
or before June 15, 2006 and (ii) an additional two hundred
twenty five (225) shares of Series B Preferred Stock at a
cost of Two Hundred Twenty Five Thousand Dollars ($225,000)
on or before June 15, 2006. Notwithstanding anything to the
contrary, should ▇▇▇▇▇▇ NJ not attain the Initial Sales
Amount by June 10,
2006, then the Parent's obligation to purchase any
additional Debentures and/or Series B Preferred Stock as set
forth in this Section 5.04 shall be terminated.
2. All other terms and conditions of this Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, Parent, ▇▇▇▇▇▇ NJ, and the Shareholders have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
IVOICE, INC.
By
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Name:
Title:
▇▇▇▇▇▇ PHARMACEUTICALS, LTD.
(f/k/a iVoice Acquisition Corp.)
By
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Name:
Title:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Address:
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax:
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▇▇▇▇ ▇. ▇▇▇▇▇
Address:
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
2
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Address:
▇ ▇▇▇▇▇▇▇ ▇▇▇▇
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Fax:
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Address:
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Address:
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax:
3
