EXHIBIT 2.2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of March 28, 2006,
among Cell Power Technologies, Inc., a Florida corporation (the "Parent"),
Portagy Acquisition Corp., a Florida corporation and a wholly-owned subsidiary
of the Parent (the "Acquisition Sub") and Portagy Corp., a Delaware corporation
(the "Company").
WHEREAS, the Parties entered into a Agreement and Plan of Merger on
March 17, 2006 (the "Agreement") and wish to amend the same as follows:
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parent, the Acquisition Sub and the Company hereby agree as follows:
1. Section 8.01(i) of the Agreement is hereby deleted in its entirety and
replaced by the following:
"(a) by either the Parent or the Company if the Effective Time shall
not have occurred on or before April 30, 2006, unless extended by agreement of
the parties hereto.
2. In all other respects, the Agreement remains in full force and effect, and
the parties reaffirm all of their respective agreements therein.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.
CELLPOWER TECHNOLOGIES, INC
By:
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Xxxxx Xxxxxxxxxx, President and
Chief Executive Officer
PORTAGY ACQUISITION CORP.
By:
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Xxxxx Xxxxxxxxxx, President
PORTAGY CORP.
By:
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Xxxxxxx Xxxxxx, Chief Executive Officer
