EXHIBIT 2.5
PORTAGY CORP.
c/o Xxxxxx Xxxxxx LLP
1555 Palm Beach Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, XX 00000
July 18, 2006
VIA EMAIL
Cell Power Technologies, Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxxxxxxxx, President
and Chief Executive Officer
Re: Cell Power / Portagy
Fourth Amendment to Merger Agreement
Dear Xx. Xxxxxxxxxx:
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 July 31,
2006.
2. A copy of the current revised capitalization table is attached as
Exhibit A.
3. In all other respects, the Agreement, as amended, is ratified and
confirmed.
Please execute a copy of this letter agreement and return it to us.
Sincerely yours,
Xxxxxxx Xxxxxx,
Chief Executive Officer
Cell Power Technologies, Inc.
July 18, 2006
Page 2
We hereby agree to the foregoing:
CELL POWER 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
