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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 b
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