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"), Xxxxxx Pharmaceuticals,
Ltd. (f/k/a iVoice Acquisition Corp.), a New Jersey corporation and a direct,
wholly owned subsidiary of Parent ("Xxxxxx NJ"), Xxxxxx Pharmaceuticals Ltd., a
New York corporation (the "Company"), Xxxxxx X. Xxxxxx, Xx., a natural person
residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 ("Xxxxxx"), Xxxx X.
Xxxxx, a natural person residing at 0000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxx 000,
Xxxxxxxx, Xxxxxxx, 00000 ("Xxxxx", and together with Xxxxxx, the "Major
Shareholders"), Xxxxxxx X. Xxxxxx, a natural person residing at 0 Xxxxxxx Xxxx,
Xxxxx Xxxxxxxxx, Xxx Xxxxxx, 00000, Xxxx Xxxxxxxx, a natural person residing at
00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Xxxx X. Xxxxxxxx, a natural person
residing at 0000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000, and Xxxxxxx
Xxxxxxxxx, a natural person residing at 00 Xxxx 00xx Xxxxxx, Xxxxxx 0, Xxx Xxxx,
Xxx Xxxx, 00000 (Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxxx
Xxxxxxxxx, Xxxxxx and Xxxxx 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 Xxxxxx NJ shall be delayed until June 15, 2006
when Xxxxxx 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, Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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, Xxxxxx 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:
XXXXXX PHARMACEUTICALS, LTD.
(f/k/a iVoice Acquisition Corp.)
By
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Name:
Title:
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XXXXXX X. XXXXXX, XX.
Address:
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
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XXXX X. XXXXX
Address:
0000 Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Fax:
2
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XXXXXXX X. XXXXXX
Address:
0 Xxxxxxx Xxxx
Xxxxx Xxxxxxxxx
Xxx Xxxxxx 00000
Fax:
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XXXX XXXXXXXX
Address:
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax:
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XXXX X. XXXXXXXX
Address:
0000 Xxxxx Xxxxxx
Xxx Xxxxxxxxx
Xxxxxxxxxx 00000
Fax:
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XXXXXXX XXXXXXXXX
Address:
00 Xxxx 00xx Xxxxxx
Xxxxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Fax:
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