EXHIBIT 10.3
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AMENDMENT TO THE AMENDED AND RESTATED STANDBY EQUITY DISTRIBUTION AGREEMENT
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This Amendment to the Amended and Restated Standby Equity
Distribution Agreement dated as of the 12th day of December 2005 (the
"Amendment") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited
partnership (the "Investor"), and IVOICE TECHNOLOGY, INC., a corporation
organized and existing under the laws of the State of New Jersey (the
"Company").
WHEREAS, on December 12, 2005, the parties hereto entered into an
Amended and Restated Standby Equity Distribution Agreement (the "Agreement");
WHEREAS, the Investor and the Company wish to amend the Agreement so
that certain terms conform to the Secured Convertible Debenture dated March 30,
2007;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.7 is deleted and replaced in its entirety with the
following new Section 6.7:
"Section 6.7 Consent of Investor to Sell Capital Stock.
During the Commitment Period, the Company shall not, without the
prior written consent of the Investor, (i) issue or sell shares of
Common Stock or Preferred Stock without consideration or for a
consideration per share less than the bid price of the Common Stock
determined immediately prior to its issuance, except for the
issuance of an equity security pursuant to an agreement to acquire
another entity, the assets of another entity or merge with another
entity into the Company or a subsidiary of the Company (provided the
Investor is given at least ten (10) days written notice of the
same), (ii) issue any preferred stock, warrant, option, right,
contract, call, or other security or instrument granting the holder
thereof the right to acquire Common Stock without consideration or
for a consideration less than such Common Stock's Bid Price
determined immediately prior to its issuance, (iii) enter into any
security instrument granting the holder a security interest in any
and all assets of the Company, or (iv) file any registration
statement on Form S-8, except for the registration of an employee,
officer and/or stock option plan. Notwithstanding anything to the
contrary, the Company may issue Common Stock issuable pursuant to
the Company's obligations upon the conversion of stock options,
convertible debt or Class B Common Stock or the payment of legal
fees to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. and/or patent counsel."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Amended
and Restated Standby Equity Distribution Agreement to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.
COMPANY:
IVOICE TECHNOLOGY, INC.
By: ___________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President and Chief Executive Officer
INVESTOR:
CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By: ____________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager