AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (this "Amendment") to the Agreement and Plan of
Merger dated as of August 25, 2005, (the "Agreement") among Dtomi, Inc., a
Nevada corporation (the "Parent"), Dtomi Acquisition Corporation, a Nevada
corporation ("Merger Sub"), and VocalScape Technologies, Inc., a Nevada
corporation (the "Company"), is made this 24th day of October, ---- 2005 by and
among the Corporation, Merger Sub and VocalScape (collectively, the "Parties").
RECITALS
WHEREAS, the Parties wish to further amend the Agreement, as set forth
herein;
NOW THEREFORE, in consideration of covenants and agreements contained
herein and such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties agree as follows:
1. Definitions.
All defined terms used herein shall have the meaning assigned to them in
the Agreement unless otherwise defined herein, and all of the terms in the
Agreement shall continue to apply unless otherwise amended hereby.
2. Amendment to the Agreement.
Section 1.6 of the Agreement is hereby amended such that Parent shall
issue to the Company that number of shares of common stock equal to eighty-two
percent (82%) of the issued and outstanding shares of common stock of Parent
immediately prior to the EFFECTIVE DATE. The Agreement is hereby further amended
in all respect to reflect and incorporate the foregoing.
3. Continuing Effect of the Agreement.
Except as specifically set forth herein, the Agreement shall remain in
full force and effect and shall not be waived, modified, superseded or otherwise
affected by this Amendment. This Amendment is not to be construed as a release,
waiver or modification of any of the terms, representations, warranties,
covenants, rights or remedies set forth in the Agreement, except as specifically
set forth herein.
4. Governing Law.
This Amendment shall be governed by and construed in accordance with the
laws of the State of Nevada.
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5. Counterparts.
This Amendment may be executed in several counterparts and by telecopied
facsimile and each such counterpart or telecopied facsimile so executed shall
constitute one and the same Amendment.
6. Effective Date.
This Amendment has been executed by the parties hereto as of the day and
year first written.
7. Entire Agreement.
The Agreement and this Amendment, and the exhibits and schedules delivered
pursuant to the Agreement contain all of the terms and conditions agreed upon by
the parties relating to the subject matter of the Agreement and supersede all
prior agreements, negotiations, correspondence, undertakings, and communications
of the parties, whether oral or written, respecting that subject matter.
DTOMI, INC.
/s/ Xxxxx X. Xxxx
By: ------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
VOCALSCAPE, INC.
/s/ Xxxxxx X. Xxxx
By: ------------------------------
Name: Xxxxxx X. Xxxx
Title: President and CEO
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