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Agreement and Plan of Reorganization

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Title:

Agreement and Plan of Reorganization

Entities:

Optical Molecular Imaging, Inc

Date:

2006

Size:

10KB total

Price:

$39

ID:

#1404010

► Plans ► Agreements ► Agreements & Plans of Reorganization

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AMENDMENT NO. 2

AGREEMENT AND PLAN OF REORGANIZATION

This Amendment No. 2 to Agreement and Plan of Reorganization (hereinafter the Agreement) is entered into effective as of this 26^th day of September, 2005, by and among Patco Industries, Ltd., a Delaware corporation (hereinafter Patco); Patco Industries Subsidiary, Inc., a Nevada corporation (hereinafter Patco Sub); William Patridge, the principal stockholder and a director of Patco and a director of Patco Sub (hereinafter Patridge); and Spectral Molecular Imaging, Inc., a Nevada corporation (hereinafter SMI). Capitalized terms not defined in this Agreement shall have the same meaning as such terms have in the Agreement and Plan of Reorganization, dated as of May 5, 2005, by and among the parties to this Agreement (the Reorganization Agreement).

RECITALS

WHEREAS, the Reorganization Agreement, as amended by Amendment No. 1 to Agreement and Plan of Reorganization, contemplated the Closing to occur on or before September 30, 2005 and required Patco to file a registration statement following the Closing with the SEC covering the shares of Patco Common Stock owned by Patridge; and

WHEREAS, the parties to the Reorganization Agreement wish to amend that agreement to extend the contemplated date for the Closing and to provide for certain damages payments in the event Patco fails to comply with its registration obligations with respect to the shares of Patco Common Stock owned by Patridge.

NOW THEREFORE, for the mutual consideration set out herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Closing. Section 6 of the Reorganization Agreement is hereby amended to read in full as follows:

The Closing of the transactions contemplated herein shall take place on such date (the Closing) as mutually determined by the parties hereto when all conditions precedent have been met and all required documents have been delivered, which Closing is expected to be on or before November 15, 2005. The Effective Date of the Merger shall be that date on which executed copies of the attached Articles of Merger becomes effective under the laws of Nevada.

2. Termination. Section 15(c) of the Reorganization Agreement is hereby amended to read in full as follows:

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