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EXECUTION COPY
AMENDMENT TO AGREEMENT AND PLAN OF
MERGER
This AMENDMENT TO AGREEMENT AND
PLAN OF MERGER (the " Agreement ")
is entered into on December 6, 2006 by and among Vicor
Technologies, Inc., a Delaware corporation (" Vicor "), SRKP
6, Inc., a Delaware corporation (" SRKP "), and Vicor
Acquisition Corp., a Delaware corporation (" MergerCo
").
RECITALS
WHEREAS , on July 28, 2006
Vicor, SRKP and MergerCo entered into that certain Agreement and
Plan of Merger (the " Merger Agreement "), a copy of which
is attached hereto as Exhibit A ;
WHEREAS , Vicor, SRKP and
MergerCo wish to extend the closing date of the transactions
contemplated by the Merger Agreement from December 31, 2006 to
March 31, 2007; and
WHEREAS , Section 9.4 of the
Merger Agreement provides that to the extent permitted by law, the
Merger Agreement may be amended by a subsequent writing signed by
each of the parties upon approval by each of the parties, whether
before or after stockholder approval of the Merger Agreement has
been obtained; provided, that after any such approval by the
holders of Vicor Common Stock, there shall be no amendment that
reduces or modifies in any material respect the consideration to be
received by holders of Vicor Common Stock.
NOW, THEREFORE, in consideration
of the mutual cov
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