AMENDMENT TO AGREEMENT AND PLAN OF MERGER
EXECUTION
COPY
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER (the
“Agreement”)
is
entered into on December 6, 2006 by and among Vicor Technologies, Inc., a
Delaware corporation (“Vicor”),
SRKP
6, Inc., a Delaware corporation (“SRKP”),
and
Vicor Acquisition Corp., a Delaware corporation (“MergerCo”).
RECITALS
WHEREAS,
on July
28, 2006 Vicor, SRKP and MergerCo entered into that certain Agreement and Plan
of Merger (the "Merger
Agreement"),
a
copy of which is attached hereto as Exhibit
A;
WHEREAS,
Vicor,
SRKP and MergerCo wish to extend the closing date of the transactions
contemplated by the Merger Agreement from December 31, 2006 to March 31, 2007;
and
WHEREAS,
Section
9.4 of the Merger Agreement provides that to the extent permitted by law, the
Merger Agreement may be amended by a subsequent writing signed by each of the
parties upon approval by each of the parties, whether before or after
stockholder approval of the Merger Agreement has been obtained; provided, that
after any such approval by the holders of Vicor Common Stock, there shall be
no
amendment that reduces or modifies in any material respect the consideration
to
be received by holders of Vicor Common Stock.
NOW,
THEREFORE,
in
consideration of the mutual covenants and premises herein contained, the parties
agree as follows:
AGREEMENT
1. Recitals.
The
foregoing recitals are true and correct. Each of the foregoing recitals to
this
Agreement are hereby incorporated into and made a part of this Agreement.
2. Definitions.
Unless
indicated otherwise, each capitalized term used in this Agreement shall have
the
same meaning as set forth in the Merger Agreement.
3. Amendment
of Sections 2.1(c) and 8.1(g) of the Merger Agreement.
The
reference to the date “December 31, 2006” in Sections 2.1(c) and 8.1(g) of the
Merger Agreement are hereby deleted in their entirety and superseded and
replaced with the following:
“March
31, 2007.”
4. Counterparts.
This
Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which taken together
shall
constitute one and the same instrument. Confirmation of execution by electronic
transmission of a facsimile signature page shall be binding upon any party
so
confirming.
Miscellaneous.
Except
as specifically set forth herein, the terms of the Merger Agreement remain
unchanged and in full force and effect, in accordance with its terms. To the
extent inconsistent with the Merger Agreement, this Agreement shall modify
and
supersede the Merger Agreement. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
IN
WITNESS WHEREOF,
the
parties hereto have caused their duly authorized representatives to execute
this
AMENDMENT TO AGREEMENT AND PLAN OF MERGER .
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VICOR
TECHNOLOGIES, INC.
By:
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
President and Chief Executive and Financial Officer
Date:
Xxxxxxxx 0, 0000
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XXXX
6, INC.
By:
/s/
Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
President
Date:
December 6, 2006
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VICOR
ACQUISITION CORP.
By:
/s/
Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
President
Date:
December 6, 2006
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EXHIBIT
A
MERGER
AGREEMENT
