PLAN OF REORGANIZATION AND STOCK PURCHASE AGREEMENT

Exhibit 2.1

AMENDMENT NO. 5 TO

PLAN OF REORGANIZATION

AND

STOCK PURCHASE AGREEMENT

This Amendment No. 5 to the Plan of Reorganization and Stock Purchase Agreement entered into by and among Modavox, Inc. (“Buyer”), a Delaware corporation, New Aug, LLC, a Delaware limited liability company (“Seller”) and Augme Mobile, Inc. (to be formed) (“Newco”) as of January 16, 2009, and as amended as of March 3, 2009 (“Amendment No. 1”), March 31, 2009 (“Amendment No. 2”), June 4, 2009 (“Amendment No. 3”) and June 30, 2009 (“Amendment No. 4”) (collectively, the “Agreement”), is approved and entered into as of July __, 2009 (“Amendment Effective Date”).  Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

Recitals

WHEREAS, Buyer, Seller and Newco (to be formed by Seller) previously entered into the Agreement, the purpose of which was to facilitate the acquisition of up to one hundred percent (100%) of Seller’s mobile marketing business and related assets, subject to Seller’s rights to retain minority ownership of the assets under certain conditions and Seller’s right to re-acquire transferred assets under certain conditions;

WHEREAS, under the Agreement as originally contemplated, Seller would transfer assets of the business to a new entity (“Newco”) and Buyer would subsequently acquire 100% of the stock of Newco;

WHEREAS, under the Agreement, the Purchase Price to be paid by Buyer at Closing includes (but is not limited to) transferring to Newco one million dollars ($1,000,000) in operating cash (“Majority Cash”) as well as the issuance to Seller of certain common stock of Buyer;

WHEREAS, Section 15.10 of the Agreement (“Amendment & Waivers”) permits the amendment of the Agreement by mutual written agreement;

WHEREAS, in order to assist Seller with certain cash flow needs prior to Closing, which Closing was originally required under the Agreement to occur no later than March 31, 2009, Buyer, Seller and Newco previously executed an Amendment to the Plan of Reorganization and Stock Purchase Agreement, effective as of March 3, 2009, pursuant to which Buyer transferred to Seller twenty five thousand dollars ($25,000) as an advance on the Majority Cash, reducing the outstanding Majority Cash required to Close to nine hundred and seventy five thousand dollars ($975,000) (“Amendment No. 1”);

WHEREAS, in recognition of the fact that the conditions required to Close the Transaction, including the Majority Cash requirement, would not be satisfied on or before the Closing Date (to be no later than March 31, 2009), Buyer, Seller and Newco previously executed a second Amendment to the Plan of Reorganization and Stock Purchase Agreement, effective as of March 31, 2009, pursuant to which Buyer transferred to Seller two hundred and fifty thousand dollars ($250,000), as an advance on the Majority Cash, reducing the outstanding Majority Cash required to Close to seven hundred and twenty five thousand dollars ($725,000), and extending the Closing Date until June 30, 2009 (“Amendment No. 2”);

WHEREAS, in order to assist Seller with certain cash flow needs prior to Closing, which Closing was required under the Agreement to have occurred no later than June 30, 2009, Buyer, Seller and Newco previously executed a third Amendment to the Plan of Reorganization and Stock Purchase Agreement, effective as of June 4, 2009, pursuant to which Buyer transferred to Seller fifty thousand dollars ($50,000) as an advance on the Majority Cash, reducing the outstanding Majority Cash required to Close to six hundred and seventy five thousand dollars ($675,000) (“Amendment No. 3”);

WHEREAS, in order to give the parties additional time to close, Buyer, Seller and Newco previously executed a fourth Amendment to the Plan of Reorganization and Stock Purchase Agreement, effective as of June 30, 2009, pursuant to which the last date for Closing was extended from June 30, 2009 to July 10, 2009 (“Amendment No. 4”);

WHEREAS, the parties remain interested in pursuing the business consolidation contemplated by the Agreement (specifically, accelerated acquisition by Buyer from Seller of the Business and the 100% of the Acquired Assets) under modified and simplified terms (without requiring Buyer to fund the remaining $675,000 of the Majority Cash as a condition to Close), pursuant to which the Acquired Assets will be transferred directly from Seller to Buyer as of July ___, 2009 (in lieu of the transfer of the Acquired Assets to Newco and the subsequent acquisition of Newco by Buyer, per the terms of the original Agreement), according to the terms and conditions described below.

The Parties hereto consent and agree as follows: