ex10-3.htm


    Exhibit 
10.3

     

    AMENDMENT
NO. 2 TO AMENDED AND RESTATED SECURITY AGREEMENT

     
 

    THIS AMENDMENT NO. 2 dated as
of November 12, 2009 (this “Amendment”) with
respect to that certain Amended and Restated Security Agreement entered into and
made effective May 25, 2006 (as amended, the “Security Agreement”)
by and between iVoice, Inc. (the “Company”) and YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, LP)(the “Secured
Party”).

     

    W I T N E S S E T H:

     

    WHEREAS,
on or about May 25, 2006 the Company and the Secured Party entered into a series
of financing agreements, including, without limitation, a securities purchase
agreement, several secured convertible debentures issued pursuant thereto and
the Security Agreement, pursuant to which, among other things, the Secured Party
agreed to advance to the Company an amount not to exceed Eight Million Five
Hundred Forty-Seven Thousand Eight Hundred Eighty Six Dollars
($8,547,886);

     

    WHEREAS,
there are amounts outstanding under the Transaction Documents (as defined in the
Security Agreement);

     

    WHEREAS,
the Company and the Secured Party have entered into a Settlement Agreement dated
as of the date hereof (the “Settlement
Agreement”) pursuant to which, among other things, the Company will make
a cash payment to the Secured Party and issue to the Secured Party an amended
and restated secured convertible debenture and the Secured Party will release
its security interests and liens on certain Pledged Property (as defined in the
Security Agreement); and

     

    WHEREAS,
the parties hereto must enter into this Amendment as a condition precedent to
the effectiveness of the Settlement Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

     

    ARTICLE
I

     

    AMENDMENTS

     

    Section
1.1. Amendment to Section
2.1(a).  Section 2.1(a) is hereby amended by (a) deleting
Section 2.1(a) in its entirety, (b) deleting Exhibit A to the Security Agreement
and (c) inserting in lieu of Section 2.1(a) the following:

     

    “(a)          Company
hereby pledges to the Secured Party, and creates in the Secured Party for its
benefit, a security interest for such time until the Obligations are paid in
full, in and to that certain 10% Secured Convertible Debenture dated January 6,
2006 issued by Thomas Pharmaceuticals, Ltd. to the Company in the original
principal amount of $360,000 and all documents, instruments and agreements
executed in connection therewith and/or related thereto (the “Pledged
Property”).”

     

    Section
1.2. Amendment to Article 6
(Affirmative Covenants).  Article 6 is hereby amended by (a)
deleting Article 6 in its entirety and (b) inserting in lieu thereof
“[Intentionally Omitted].”

     

    Section
1.3. Amendment to Article 7
(Negative Covenants).  Article 7 is hereby amended by (a)
deleting Article 7 in its entirety and (b) inserting in lieu thereof
“[Intentionally Omitted].”

     

    Section
1.4. Amendment to Section
8.1.  Section 8.1 is hereby amended by (a) deleting “Cornell
Capital Partners, LP” and (b) inserting in lieu thereof “YA Global Advisors,
L.P.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

     

    EFFECTIVE
DATE

     

    Section
2.1. Effective
Date.  This Amendment shall become effective as of the Closing
Date (as defined in the Settlement Agreement).

     

    ARTICLE
III

     

    INTERPRETATION

     

    Section
3.1. Continuing Effect of
Security Agreement.  The Company hereby ratifies, confirms, and
reaffirms all and singular the terms and conditions of the Security Agreement
and the other Transaction Documents.  The Company and the Secured
Party each hereby acknowledges and agrees that the Security Agreement shall
continue to be and shall remain unchanged and in full force and effect in
accordance with its terms, except as expressly modified hereby.  Any
terms or conditions contained in this Amendment shall control over any
inconsistent terms or conditions in the Security Agreement.

     

    Section
3.2. No
Waiver.  Nothing contained in this Amendment shall be construed
or interpreted or is intended as a waiver of any default or Event of Default (as
defined in the Transaction Documents) or of any rights, powers, privileges or
remedies that the Secured Party has or may have under the Security Agreement,
any other related document or applicable law on account of such default or Event
of Default.

     

    ARTICLE
IV

     

    MISCELLANEOUS

     

    Section
4.1. Representations and
Warranties.  The Company hereby represents and warrants as of
the date hereof that, after giving effect to the Settlement Agreement, (a) no
default or Event of Default has occurred and is continuing and (b) all
representations and warranties of the Company contained in the Security
Agreement, Transaction Documents and the Settlement Documents (as defined in the
Settlement Agreement) are true and correct in all material respects on and as of
the date hereof (or if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date).

     

    Section
4.2. Counterparts.  This
Amendment may be executed by the parties hereto in any number of separate
counterparts, each of which when duly executed shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.

     

    Section
4.3. GOVERNING
LAW.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW JERSEY (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW
PRINCIPLES).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date first above written.

     

    


    
      	
              IVOICE,
      INC.

               

               

              By:
      _________________________________

              Name:

              Title:

            
	 
      
	
              YA
      GLOBAL INVESTMENTS, L.P.

            
	 
      
	
              By:
      Yorkville Advisors, LLC, itsInvestment Manager

            
	 
      
	 
      
	
              By:                                                                             
        

            
	
              Name:

            
	
              Title: