Exhibit 2.1
AMENDMENT No.2
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT No.2 TO AGREEMENT AND PLAN OF REORGANIZATION (the
"Amendment"), is entered into as of November 30, 2005, by and among Uintah
Mountain Copper Company, a Nevada corporation (the "Parent"), Voxpath
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent
("Merger Sub"), Voxpath Networks, Inc., a Delaware corporation (the "Company"),
and the parties listed on Schedule A of the Merger Agreement (as defined below),
(such parties the "Major Shareholders").
RECITALS:
WHEREAS, Parent, Merger Sub, the Company and the Major Shareholders entered
into that certain Agreement and Plan of Merger and Reorganization, dated as of
August 19, 2005 (the "Merger Agreement"); and
WHEREAS, Parent, Merger Sub, the Company and the Major Shareholders desire
to amend to the Merger Agreement to provide for a change in the Conversion Ratio
(as defined therein).
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises and
certain other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment of Agreement. The parties hereby agree that the Merger
Agreement shall be amended by deleting all occurrences of "0.1563" and replacing
each occurrence thereof in connection with the Conversion Ratio with "0.1275."
2. Effectiveness of Amendment. This Amendment shall be effective upon
execution by Parent, Merger Sub, the Company and the Major Shareholders.
3. Effect of Amendment. Except as amended as set forth above, the Merger
Agreement shall continue in full force and effect.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall be deemed one and the same document.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 2 to Agreement and Plan of Reorganization as of the date first
written above.
UINTAH MOUNTAIN COPPER COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
VOXPATH ACQUISITION CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
VOXPATH NETWORKS, INC.
By: /s/ Kalvirayan S. Mani
Name: Kalvirayan S. Mani
Title:
MAJOR SHAREHOLDERS:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
AUS:574019.1
AUS:574019.1
[SIGNATURE PAGE TO AMENDMENT NO.2 TO AGREEMENT AND PLAN OF REORGANIZATION]
