Exhibit 2.1
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 l
