Exhibit 2.2
FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION
BY AND BETWEEN
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.,
V-CO ACQUISITION, INC.
AND
WORLD WASTE TECHNOLOGIES, INC.
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (the
"Amendment") is dated as of August 24, 2004, by and between Voice Powered
Technology International, Inc. ("VPTI"), V-CO Acquisition, Inc. ("V-CO") and
World Waste Technologies, Inc. ("WW"). This Amendment is amends that certain
Agreement and Plan of Merger (the "Agreement") between VPTI and WW, dated March
25, 2004. RECITALS
A. WW and VPTI signed the Agreement on March 25, 2004.
B. The Agreement provides for the merger of WW into V-CO, a
wholly-owned subsidiary of VPTI
C. The parties desire to amend the Agreement to further ensure the
closing of the transaction.
AMENDMENT
NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged the parties agree to amend the Agreement as
follows:
1. The fourth WHEREAS is hereby deleted in its entirety and replaced with
the following language:
"WHEREAS, WW has an authorized capitalization consisting
of 50,000,000 shares of common stock, $0.00001 par value
("WW Common Stock"), of which, 20,063,706 shares are
currently issued and outstanding, as of the date hereof
(giving effect to the conversion of the promissory notes,
but excluding warrants exercisable for WW Common Stock, as
described herein)."
2. Section 2(d)(3) is hereby deleted in its entirety and replaced with the
following language:
"Upon the Closing, WW shall deliver to V-CO an unaudited
Balance Sheet, dated as of no more than seven (7) days
prior to the Closing, showing not less than $1,000,000
cash and a net worth of no less than $2,700,000. Such
Balance Sheet shall be certified to as true and accurate
in all material respects by the Chief Executive Officer
and Secretary of WW."
3. Section 2(d)(4) is hereby deleted in its entirety and replaced with the
following language:
Exhibit 2.2 - 1
"As of the Closing and excluding the outstanding warrants
to purchase up 1,067,021 shares of WW Common Stock (the
"WW Warrants"), WW shall have no more than 20,063,706
shares of its Common Stock issued and outstanding. Upon
the Effective Date of the Merger and excluding the WW
Warrants, V-CO shall have no more than approximately
1,200,000 shares of Common Stock issued and outstanding."
4. Section 4(a) is hereby deleted in its entirety and replaced with the
following language:
"As of the date hereof, excluding the WW Warrants and
giving effect to the conversion of the promissory notes
described Section 9(k) below, the total number of shares
of WW Common Stock issued and outstanding is 20,063,706.
Excluding the WW Warrants, the WW capital stock that will
be issued and outstanding as of the Effective Date shall
not exceed 20,825,000 shares."
5. Section 6 is hereby deleted in its entirety and replaced with the
following language:
"The Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually
determined by the parties hereto when all conditions
precedent have been met and all required documents have
been delivered, which Closing is expected to occur on or
about August 3, 2004. The "Effective Date" of the Merger
shall be that date and time specified in the Articles of
Merger as the date on which the Merger shall become
effective."
6. Section 9(g) is hereby deleted in its entirety and replaced with the
following language:
"The capitalization of WW shall be the same as described
in Section 4(a), except that the number of outstanding
shares shall not exceed 20,825,000 shares, excluding the
WW Warrants and giving effect to the conversion of the
promissory notes described Section 9(k) below."
7. Section 9(l) is hereby deleted in its entirety and replaced with the
following language:
"V-CO shall have received from substantially all of the WW
shareholders a letter commonly known as an "investment
letter" (or a representation with similar effect) agreeing
that the shares of V-CO common stock (the "Shares") to be
converted in the merger are, among other things, being
acquired for investment purposes and not with a view to
public resale, are being acquired for the investor's own
account, that the investor is an "accredited" individual
or entity as defined under Regulation D of the Securities
Act of 1933, and that the Shares are restricted and may
not be resold without registration, except in reliance of
Exhibit 2.2 - 2
an exemption therefrom under the Securities Act of 1933.
Notwithstanding anything to the contrary herein, up to
thirty-five (35) of WW's shareholders may be
unaccredited."
8. Except as hereby amended, the Agreement shall remain in full force and
effect.
[signature page follows]
Exhibit 2.2 - 3
IN WITNESS WHEREOF, this Amendment has been approved by each of the
parties as of the date first above written.
VOICE POWERED TECHNOLOGY INTERNATIONAL, INC.
/s/ Xxx Xxxxxxx
------------------------------------------------
Xxx Xxxxxxx, President
V-CO ACQUISITION, INC.
/s/ Xxx Xxxxxxx
-----------------------------------------------
Xxx Xxxxxxx, President
WORLD WASTE TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxxx X. Xxxxxxx, Chief Executive Officer
Exhibit 2.2 - 4
