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IVOICE, INC /NJ | Thomas Pharmaceuticals Ltd. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.1
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EXTENSION
AGREEMENT
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This Extension Agreement dated
January 25, 2007, is made and entered
into by and among Thomas Pharmaceuticals Ltd. (the "Company"), Thomas
Pharmaceutical Acquisition Corp. (the "Purchaser") and iVoice, Inc.
(the
"Seller"). The Purchaser, the Company and the Seller are sometimes
individually
referred to as a party and collectively as the "Parties."
WHEREAS, the Parties entered
into a Stock Purchase Agreement dated
August 7, 2006 (the "Agreement");
WHEREAS, pursuant to said
Agreement because a Closing of the
Agreement did not occur prior to October 31, 2006, the Seller is permitted to
terminate the right of Purchaser to effectuate a Closing of the Agreement
pursuant to Article X Section 10.1 thereof;
WHEREAS, the Purchaser is
seeking to obtain financing in order to
enable Purchaser to consummate the purchase transaction provided for in the
Agreement (the "Financing");
WHEREAS, the Purchaser is also
seeking to obtain interim funds
amounting to $200,000 ("Bridge Financing") for operations of the
Company pending
completion of the Financing through the issuance of convertible debentures of
the Purchaser exchangeable for securities of the Company and/or the Purchaser
(the "Purchaser Convertible Debenture") under certain conditions
provided for
herein;
WHEREAS, the holder(s) of the
Purchaser Convertible Debenture(s)
intend to deposit funds into an account of the Purchaser and disburse the same
as provided hereinafter, as a loan to the Company which loan is represented by
a
note ("Note") executed by the Company which is exchangeable for
securities of
the Company as provided below;
WHEREAS, the Parties have
agreed to extend the date within which the
Purchaser may purchase the Securities upon the terms and conditions set forth
herein and in the Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the respective
representations, warranties, covenants, agreements and conditions hereinafter
set forth, and intending to be legally bound, each Party hereby agrees as
follows:
1. Each of the terms, conditions and provisions
of the Agreement,
including the capitalized
definitions included therein, are
incorporated herein by
reference, and shall have full force and






