EXHIBIT 10.1
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AMENDMENT AGREEMENT
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AMENDMENT AGREEMENT, dated of as February 21, 2008, by and between IVOICE,
INC., a New Jersey corporation ("Company"), YA GLOBAL INVESTMENTS, L.P.
(formerly, CORNELL CAPITAL PARTNERS, LP) ("YA Global"). All capitalized terms
used herein shall have the respective meanings assigned thereto in the
Transaction Documents (as defined below) unless otherwise defined herein.
W I T N E S S E T H:
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WHEREAS, Company and YA Global have entered into certain financing
arrangements set forth on Schedule A attached hereto and referred to herein as
the "Transaction Documents" pursuant to which, the Buyers hold the following
convertible debentures (collectively, the "Debentures"):
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ISSUANCE HOLDER DEBENTURE ORIGINAL PRINCIPAL OUTSTANDING PRINCIPAL
DATE NUMBER AMOUNT AMOUNT
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May 25, 2006 YA Global CCP-1 $1,250,000 $1,250,000
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May 11, 2006 YA Global CCP-2 $5,544,110 $4,986,510
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WHEREAS, in exchange for YA Global's agreement to extend the maturity date
of Debenture number CCP-1, the Company agrees to increase the interest rate of
the Debentures, and certain other covenants as set forth herein.
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. Acknowledgements of the Company.
a. Acknowledgement of Obligations. Company hereby acknowledges, confirms
and agrees that as of the date hereof, Company is indebted to the YA
Global under the Debentures and the Transaction Documents in the
outstanding principal amount set forth in the first Whereas clause
above, plus accrued and unpaid interest thereon, and any other fees,
costs, expenses and other charges now or hereafter payable
(collectively, the "Obligations") and such Obligations are
unconditionally owed by Company to YA Global, without offset, defense
or counterclaim of any kind, nature or description whatsoever.
b. Acknowledgement of Security Interests. Company hereby acknowledges,
confirms and agrees that YA Global has and shall continue to have
valid, enforceable and perfected first-priority liens upon and
security interests in the Pledged Property heretofore granted to YA
Global pursuant to the Amended and
Restated Security Agreement dated May 25, 2006 between the Company and
YA Global, as amended (the "Security Agreement") or otherwise granted
to or held by YA Global.
2. Amendments and Agreements. YA Global and the Company agree as follows:
a. Adjustment to the Interest Rate. Effective as of March 1, 2008, the
interest rate on Debenture Number CCP-1 shall be increased from 7.5%
to 15%.
b. Extension of Maturity Date. The Maturity Date of Debenture Number
CCP-1 shall be extended from May 25, 2008 to May 25, 2011. The
Maturity Date of Debenture Number CCP-2 shall remain unchanged.
c. Adjustment to Conversion Price. The Conversion Price of Debenture
Number CCP-1 shall be amended and replaced with the following:
The conversion price (the "Conversion Price") in effect on any
Conversion Date shall be equal to seventy percent (70%) of the
lowest Closing Bid Price of the Common Stock during the thirty
(30) days trading days immediately preceding the Conversion Date,
as quoted by Bloomberg, LP.
d. Partial Redemption. The Company shall fully repay all amounts owed
under Debenture Number CCP-2 on its maturity date of May 11, 2008 by
wire transfer of immediately available funds to the following bank:
BANK NAME: Wachovia Bank ABA/ROUTING# 031 201 467
Downtown Financial Center ACCOUNT# 2000018639380
101 Hudson Street, NJ1022 ACCOUNT NAME: YA Global Investments, L.P.
Jersey City NJ 07302
Telephone# 201-413-6607
Nothing herein shall be interpreted to limit YA Global's rights to
convert the Debentures at any time in accordance with their terms.
Notwithstanding anything to the contrary, YA Global agrees that from
the date hereof through the Maturity Date of Debenture Number CCP-2,
YA Global shall only convert, at its sole discretion, Debenture Number
CCP-2, and shall only convert Debenture Number CCP-1 subsequent to the
Maturity Date of Debenture CCP-2, or May 11, 2006.
e. Any default under this Agreement shall constitute an Event of Default
the Debentures and the Transaction Documents.
3. Effect of this Agreement. Except as modified pursuant hereto, no other
changes or modifications to the Transaction Documents are intended or
implied and in all other respects the Transaction Documents are hereby
specifically ratified, restated and confirmed by all parties hereto as of
the effective date hereof. To the extent of conflict between the terms of
this Agreement and the other Transaction Documents, the terms of this
Agreement shall control.
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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day
and year first above written.
IVOICE, INC.
By: _______________________________
Name:
Title: Chief Executive Officer
YA GLOBAL INVESTMENTS, L.P.
BY: YORKVILLE ADVISORS, LLC
ITS: INVESTMENT MANAGER
By: _______________________________
Name: Mark Angelo
Title: Portfolio Manager
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SCHEDULE A
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TRANSACTION DOCUMENTS
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Debenture No.CCP-1 issued to YA Global on May 25, 2006 in the original principal
amount of $1,250,000.
Debenture No.CCP-2 issued to YA Global on May 11, 2006 in the original principal
amount of $5,544,110.
Securities Purchase Agreement dated May 25, 2006 between Company and YA Global.
Investor Registration Rights Agreement dated December 20, 2004 between Company
and YA Global, as amended.
Amended and Restated Security Agreement dated May 25, 2006 between Company and
YA Global.
Irrevocable Transfer Agent Instructions dated May 25, 2006 among the Company, YA
Global, Fidelity Transfer Company, and David Gonzalez, Esq.
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