EXHIBIT 10.1
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AMENDMENT AGREEMENT
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AMENDMENT AGREEMENT, dated of as November __, 2008, by and between IVOICE
TECHNOLOGY, INC., a New Jersey corporation ("iVoice Tech"), and YA GLOBAL
INVESTMENTS, L.P. (formerly, CORNELL CAPITAL PARTNERS, LP) ("YA Global").
W I T N E S S E T H:
WHEREAS, iVoice Tech and YA Global have entered into certain financing
arrangements pursuant to which, the YA Global holds the following note (the
"Note"):
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ISSUANCE DATE NUMBER ORIGINAL OUTSTANDING PRINCIPAL ACCRUED AND
PRINCIPAL AMOUNT (PURSUANT TO UNPAID INTEREST
AMOUNT MARCH 5, 2008 LETTER (AS OF OCTOBER
AGREEMENT) 31, 2008)
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March 30, 2007 IVOI-1-1 $700,000 $186,567 $17,788
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WHEREAS, iVoice Tech has offered to pay to YA Global the sum of $135,000
as a settlement in full of all principal and interest owed to YA Global under
the Note and YA Global desire to accept such offer on the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:
1. Acknowledgement. iVoice Tech hereby acknowledges, confirms and agrees
that it is indebted to YA Global under the Note in the outstanding
principal amount set forth above, plus accrued and unpaid interest (as of
October 31, 2008) as set forth above, plus any other fees, costs,
expenses and other charges now or hereafter payable (collectively, the
"Obligations") and such Obligations are unconditionally owed by iVoice
Tech to YA Global, without offset, defense or counterclaim of any kind,
nature or description whatsoever.
2. Payment. iVoice Tech shall pay to YA Global the sum of $135,000 (the
"Payoff Amount") as complete and full repayment of the Obligations.
iVoice Tech and YA Global agree that YA Global shall accept the Payoff
Amount in accordance with the terms of this Agreement at any time between
the date hereof and November 26, 2008 (the "Payment Deadline").
3. Wire Instructions. The Payment made to YA Global shall be made by wire
transfer of immediately available funds to the following bank account:
BANK NAME: Wachovia Bank ABA/ROUTING# 031 201 467
Downtown Financial Center ACCOUNT# 2000031475547
101 Hudson Street, NJ1022 ACCOUNT NAME: YA Global Investments, L.P.
Jersey City NJ 07302
Telephone# 201-226-3045
4. Payment in Full. YA Global hereby (i) acknowledges and agrees that
payment of the Payoff Amount in accordance with this Agreement shall
constitute payment in full of all of the Obligations, (ii) releases,
effective upon the receipt of the Payoff Amount in accordance with this
Agreement, all security interests and liens which iVoice Tech may have
granted to the YA Global to secure iVoice Tech's obligations under the
Note, and (iii) agrees that after receipt of the Payoff Amount, the Note
will be paid in full and retired.
5. YA Global (i) agrees not to convert any portion of the Note until the
Payoff Deadline and (ii) consents to the early repayment of the Note as
may be required pursuant to the Note.
6. Governing Law. This Agreement is governed in all respects by the laws of
the State of New Jersey without giving effect to conflict of law
principles that would cause the substantive law of another jurisdiction
to apply. The parties further agree that any action between them shall be
heard in Hudson County, New Jersey, and expressly consent to the
jurisdiction and venue of the Superior Court of New Jersey, sitting in
Hudson County, New Jersey and the United States District Court of New
Jersey, sitting in Newark, New Jersey, for the adjudication of any civil
action asserted pursuant to this paragraph. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
7. Except as modified pursuant hereto, no other changes or modifications to
the Notes are intended or implied and in all other respects the Notes are
hereby specifically ratified, restated and confirmed by all parties
hereto as of the effective date hereof.
8. This Agreement constitutes the entire understanding of the parties with
respect to the subject matter hereof, and supersedes all prior statements
or agreements, whether oral or written, among the parties with respect to
such subject matter.
[SIGNATURE PAGE IMMEDIATELY TO FOLLOW]
IN WITNESS WHEREOF, this Agreement is executed and delivered as of the
day and year first above written.
IVOICE TECHNOLOGY, INC.
By: ____________________________
Name:
Title:
YA GLOBAL INVESTMENTS, L.P.
BY: YORKVILLE ADVISORS, LLC
ITS: INVESTMENT MANAGER
By: ____________________________
Name:
Title: