EXHIBIT 2.3
PORTAGY CORP.
c/o Harris Cramer LLP
1555 Palm Beach Lakes Boulevard
Suite 310
West Palm Beach, FL 33401
April 6, 2006
VIA EMAIL
Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, New York 11218
Attention: Mr. Jacob Herskovits, President
Re: Cell Power / Portagy
Second Amendment to Merger Agreement
First Amendment to Disclosure Schedule
Dear Mr. Herskovits:
This letter agreement amends the Agreement and Plan of Merger among
Cell Power Technologies, Inc., Portagy Acquisition Corp. and Portagy Corp.
entered into on March 17, 2006 (the "Agreement") in the following respects:
1. Exhibit A to the Agreement shall be amended and be replaced by
Exhibit A annexed to this letter agreement.
2. Schedules 3.03, 3.07 and 3.08 of the Disclosure Schedule annexed to
the Agreement shall be amended and be replaced by the First Amendment to
Disclosure Schedule annexed as Exhibit B to this letter agreement.
3. Todd Ruhalter and Sean Mann have resigned as officers of Portagy
Corp. and Ruhalter has also resigned as a director of Portagy Corp. Charles
Wiesel has been elected Chief Executive Officer of Portagy Corp. and Michael
O'Donnell has been appointed to the Board of Directors.
4. Section 1.06 of the Agreement shall be deleted in its entirety and
the following inserted in lieu thereof:
SECTION 1.06 Directors of Parent. Michael O'Donnell, James Davidson and
Jacob Herskovits shall be the directors of Parent until the earlier of
their resignation or removal or until their respective successors are
duly elected and qualified, as the case may be. Provided, however,
Cell Power Technologies, Inc.
April 6, 2006
Page 2
Michael O'Donnell shall not become a director of the Parent until the
Parent complies with Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 thereunder.
5. Section 2.01(c) of the Agreement shall be deleted in its entirety
and the following inserted in lieu thereof:
(c) Conversion of Company Stock and Other Company Securities. Subject
to Section 2.01(d), each share of Company Stock (other than shares of
Company Stock to be canceled in accordance with Section 2.01(b) shall
be converted into the right to receive from the Surviving Corporation
shares of Parent Common Stock, each Company Warrant shall be converted
into the right to receive from the Surviving Corporation that number of
Parent Warrants, each Company Option shall be converted into the right
to receive from the Surviving Corporation that number of Parent
Options, all of which are reflected on Exhibit A. In addition, each
outstanding convertible note of the Company shall automatically be
cancelled and resissued as Parent convertible notes in the form annexed
as Exhibit C. The Parent Common Stock, Parent Options, Parent Warrants
and Parent convertible notes are collectively, the "Merger
Consideration". As of the Effective Time, all shares of Company Stock,
Company Warrants, Company Options and Company convertible notes shall
no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist, and each holder of a certificate
representing any such shares of Company Stock, Company Warrants or
Company Options or of Company convertible notes shall cease to have any
rights with respect thereto, except the right to receive the Merger
Consideration.
Cell Power Technologies, Inc.
April 6, 2006
Page 3
6. A new Article X shall be added to the Agreement as follows:
ARTICLE X
Post-Closing Covenants
SECTION 10.01 Registration Rights. Following consummation of the
Merger, Parent shall use its best efforts to promptly file a
registration statement with the Securities and Exchange Commission,
covering the shares of Parent Common Stock issuable upon conversion of
the Parent notes issued as part of the Merger Consideration and have it
declared effective, which shall remain effective for a period of six
months thereafter.
7. In all respects, the Agreement, as amended, is ratified and
confirmed.
Please execute a copy of this letter agreement and return it to us.
Sincerely yours,
Charles Wiesel,
Chief Executive Officer
We hereby agree to the foregoing:
CELL POWER TECHNOLOGIES, INC.
By:
------------------------------------
Jacob Herskovits, President and
Chief Executive Officer
PORTAGY ACQUISITION CORP.
By:
------------------------------------
Jacob Herskovits, President