Exhibit 2.2
Amendment No. 1
to
Agreement and Plan of Merger
This Amendment No. 1, effective as
of December 29, 2006 (this “Amendment”), is to that
certain Agreement and Plan of Merger (the “Agreement”),
dated as of September 20, 2006, by and among Crdentia Corp., a
Delaware corporation (“Parent”); iVOW Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of Parent
(“Merger Sub”), and iVOW, Inc., a Delaware corporation
(the “Company”). All capitalized terms set forth
in this Agreement not defined herein shall have the meaning set
forth in the Agreement.
WHEREAS , Parent, Merger Sub and the Company desire to
amend the Agreement as set forth below.
NOW THEREFORE
, in consideration of the
representations, warranties, covenants and agreements contained
herein, and for other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties mutually
agree as follows:
1.
Termination Date . Section 7.01(b)(i) is hereby
amended and restated in its entirety as follows:
“(i) if the Merger
has not been consummated on or before March 31, 2007 (such date,
the “Termination Date”);”.
2.
Accountant’s Resignation . The parties
acknowledge that J.H. Cohn LLP has resigned as the Company’s
independent registered public accounting firm and the parties agree
that the resignation of J.H. Cohn LLP and any related failure by
the Company to take any actions required by the Agreement (or
effect any closing condition), including without limitation filing
its reports with the SEC in a timely manner or promptly holding a
stockholders’ meeting shall not be deemed to be a breach by
the Company of its obligations under the Agreement and shall not be
deemed to have had or be li
