EXHIBIT 10.1
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EXTENSION AGREEMENT
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This Extension Agreement dated January 25, 2007, is made and entered
into by and among Thomas Pharmaceuticals Ltd. (the "Company"), Thomas
Pharmaceutical Acquisition Corp. (the "Purchaser") and iVoice, Inc. (the
"Seller"). The Purchaser, the Company and the Seller are sometimes individually
referred to as a party and collectively as the "Parties."
WHEREAS, the Parties entered into a Stock Purchase Agreement dated
August 7, 2006 (the "Agreement");
WHEREAS, pursuant to said Agreement because a Closing of the
Agreement did not occur prior to October 31, 2006, the Seller is permitted to
terminate the right of Purchaser to effectuate a Closing of the Agreement
pursuant to Article X Section 10.1 thereof;
WHEREAS, the Purchaser is seeking to obtain financing in order to
enable Purchaser to consummate the purchase transaction provided for in the
Agreement (the "Financing");
WHEREAS, the Purchaser is also seeking to obtain interim funds
amounting to $200,000 ("Bridge Financing") for operations of the Company pending
completion of the Financing through the issuance of convertible debentures of
the Purchaser exchangeable for securities of the Company and/or the Purchaser
(the "Purchaser Convertible Debenture") under certain conditions provided for
herein;
WHEREAS, the holder(s) of the Purchaser Convertible Debenture(s)
intend to deposit funds into an account of the Purchaser and disburse the same
as provided hereinafter, as a loan to the Company which loan is represented by a
note ("Note") executed by the Company which is exchangeable for securities of
the Company as provided below;
WHEREAS, the Parties have agreed to extend the date within which the
Purchaser may purchase the Securities upon the terms and conditions set forth
herein and in the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound, each Party hereby agrees as
follows:
1. Each of the terms, conditions and provisions of the Agreement,
including the capitalized definitions included therein, are
incorporated herein by reference, and shall have full force and
effect except as provided or modified by the terms of this
Extension Agreement.
2. The Expiration Date provided for in Article X Section 10.1(d) is
and shall be extended to and through the date on which the
Securities and Exchange Commission declares effective a
Registration Statement for the distribution of common stock of
the Company to the shareholders of the Seller (the "Spin-off"),
and the Purchaser shall have the right to purchase the
Securities through such Expiration Date as extended in this
Extension Agreement.
3. Notwithstanding the extension of the Expiration Date, the
provisions of Article X Section 10.2 of the Agreement shall
remain in full force and effect as if no extension of the
Expiration Date has transpired.
4. The proceeds of the Purchaser Convertible Debenture(s) shall be
disbursed as follows: (i) Twenty Thousand Dollars ($20,000) to
Dewey Devlin & King, LLC, (ii) Twenty Thousand Dollars ($20,000)
to Snow Becker Krauss P.C. for its own account and (iii) One
Hundred Sixty Thousand Dollars ($160,000) to the Company in
exchange for a Note payable to the Purchaser of the same sum
executed by the Company. Such funds shall be disbursed in
accordance with the budget attached as Exhibit A. The parties
hereto agree to exercise good faith to expend such funds
expeditiously in accordance with such budget.
5. The One Hundred Sixty Thousand Dollars ($160,000) paid to the
Company in exchange for the Note shall be held in the accounts
of the Company and shall only be drawn upon by instruments
signed by a signatory authorized in writing by the Board of
Directors of TPL and by Farris M. Thomas, Jr.
6. In the event that the Purchaser fails to consummate the purchase
of the Securities prior to the Expiration Date, the holders of
the Purchaser Convertible Debenture(s) shall have the right to
convert the Purchaser Convertible Debenture(s) into securities
of the Company equal in kind, number and price as have been
issued to the Seller, pari passu, including any dilutive
issuance thereafter, except that with respect to any lien over
the assets of the Company held by the Seller, the lien of the
holder of the secured Purchaser Convertible Debenture shall be
equal in all respects except shall be subordinate to the lien of
the Seller.
7. Purchaser covenants that it will not incur any liability for any
reason whatsoever unless at the time thereof there is a balance
of funds in its accounts to fully cover payment therefor.
8. The Parties hereby confirm that the President of the Company has
no authority to enter any obligations which bind the Company
without the express written approval of the Board of Directors
of the Company.
9. The Parties hereby consent to (i) the sale and issuance by the
Company and the purchase by the Seller of an additional $25,000
10% Secured Convertible Debenture (the "Additional Debenture")
with similar terms to the previous $360,000 10% Securied
Convertible Debenture issued January 6, 2006, the $100,000 of
Administrative Service Convertible Debentures issued January 6,
2006, and the $225,000 Secured Convertible Debentures issued
April 27, 2006. The proceeds from the Additional Debenture shall
be used to fund the cost of legal fees incurred by the Company
to register the shares to be distributed in the Spin-off. The
Additional Debenture is hereby added to the definition of
Securities appearing in the Recitals of the Agreement and the
sum "$1,235,100" appearing in Article III Section 3.1 of the
Agreement is hereby replaced with the sum "$1,260,100".
10. The Parties hereby reconfirm the effectiveness of Article VII
Section 7.7 of the Agreement as of the date hereof and
acknowledge that the Note holder shall be required to enter into
a similar release naming the investor as a Releasor and
Releasee.
Thomas Pharmaceuticals Ltd.
By: __________________________________
Name:__________________________________
Title:_________________________________
Thomas Pharmaceutical Acquisition Corp.
By: __________________________________
Name:__________________________________
Title:_________________________________
iVoice, Inc.
By: __________________________________
Jerome Mahoney,
President and
Chief Executive Officer