AmendmentNo. 1 to Agreement and Plan of Merger

EX-2.2 2 a07-1131_1ex2d2.htm EX-2

Exhibit 2.2

 

Amendment No. 1
to
Agreement and Plan of Merger

This Amendment No. 1, effective as of December 29, 2006 (this “Amendment”), is to that certain Agreement and Plan of Merger (the “Agreement”), dated as of September 20, 2006, by and among Crdentia Corp., a Delaware corporation (“Parent”); iVOW Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and iVOW, Inc., a Delaware corporation (the “Company”).  All capitalized terms set forth in this Agreement not defined herein shall have the meaning set forth in the Agreement.

WHEREAS, Parent, Merger Sub and the Company desire to amend the Agreement as set forth below.

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties mutually agree as follows:

1.    Termination Date.  Section 7.01(b)(i) is hereby amended and restated in its entirety as follows:

“(i)  if the Merger has not been consummated on or before March 31, 2007 (such date, the “Termination Date”);”.

2.    Accountant’s Resignation.  The parties acknowledge that J.H. Cohn LLP has resigned as the Company’s independent registered public accounting firm and the parties agree that the resignation of J.H. Cohn LLP and any related failure by the Company to take any actions required by the Agreement (or effect any closing condition), including without limitation filing its reports with the SEC in a timely manner or promptly holding a stockholders’ meeting shall not be deemed to be a breach by the Company of its obligations under the Agreement and shall not be deemed to have had or be likely to have a Material Adverse Effect on the Company.

3.    Mutual Representations and Warranties.  Each party hereby represents and warrants to the other parties that: (i) such party has the authority and right to enter into and perform this Amendment, (ii) this Amendment is a legal and valid obligation binding upon such party and is enforceable in accordance with its terms, subject to applicable limitations on such enforcement based on bankruptcy laws and other debtors’ rights, and (iii) such party’s execution, delivery and performance of this Amendment will not conflict in any material fashion with the terms of any other agreement or instrument to which it is or becomes a party or by which it is or becomes bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it.  Each party acknowledges and hereby verifies that the other party has not made any representations or warranties in connection with this Amendment, whether express or implied, of any kind or character, except as expressly set forth herein.




 

4.    General Provisions.

(a)  Except as amended hereby, the Agreement shall remain unchanged and in full force and effect.

(b)  The Agreement, as amended by this Amendment, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements and undertakings, oral or written, concerning the subject matter hereof.  This Amendment may not be changed or terminated orally, and may only be changed or terminated by a writing signed by the party against whom such change or termination is sought.

(c)  This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

(d)  This Amendment may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to be one and the same instrument.  Delivery of signed counterparts by facsimile shall be fully as effective as if original counterparts were executed and delivered.

[Signature page follows]




 

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date first set forth above.

 

CRDENTIA CORP.

 

 

a Delaware corporation

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

James J. TerBeest

 

 

Its:

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

IVOW ACQUISITION CORP.

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

James J. TerBeest

 

 

Its:

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

IVOW, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

Richard Gomberg

 

 

Its:

 

Vice President, Chief Financial Officer

 

 

 

 

[SIGNATURE PAGE TO AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER]