Fifth Amendment to Agreement and Plan of Merger between Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp.

Summary

This amendment updates the merger agreement between Cell Power Technologies, Inc., Portagy Acquisition Corp., and Portagy Corp. It includes a revised capitalization table and requires the issuance of additional share certificates as specified. The merger will be officially closed once the new stock certificates are received and the amendment is signed by all parties.

EX-2.6 6 ex2-6.txt AMENDMENT TO MERGER EXHIBIT 2.6 PORTAGY CORP. 9412 Oakmore Road Los Angeles, CA 90035 August 9, 2006 Cell Power Technologies, Inc. 1428 36th Street, Suite 205 Brooklyn, NY 11218 Attention: Mr. Jacob Herskovits Re: Amendment to Merger Agreement Dear Mr. Herskovits: This letter constitutes another amendment to the Agreement and Plan of Merger by and among Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp. Attached as Exhibit A is a revised capitalization table. If the foregoing is satisfactory to you, please instruct American Stock Transfer & Trust issue additional share certificates to equal the sums contained in the Cell Power Common Stock column. Once our attorneys receive the appropriate common stock certificates and you have executed a copy of this Fifth Amendment and return it to us, the merger will be officially closed. Very truly yours, /s/ Charles Wiesel ------------------ Charles Wiesel, President and Chief Executive Officer Enclosure Agreed and accepted: /s/ Jacob Herskovits - ------------------------------------------------------- Jacob Herskovits, President and Chief Executive Officer