ADDENDUM TO
AGREEMENT AND PLAN OF MERGER
THIS ADDENDUM TO AGREEMENT AND PLAN OF MERGER (the "Agreement")
is dated as of February 28, 2007, by and among Reflect Scientific, Inc. a Utah
corporation ("Parent"); Image Acquisition Corp., a Georgia corporation and
wholly-owned subsidiary of Parent ("Merger Subsidiary"); Xxxxxxxxx and
Associates, Inc. dba Image Labs International, a Georgia corporation qualified
to do business as a foreign corporation in Montana (the "Company"); and Xxxxx
Xxxxxxxxx ("Xxxxxxxxx") the Company's sole shareholder (the "Company
Shareholder").
WHEREAS, the Boards of Directors of Parent, Merger Subsidiary and the
Company, and the shareholders of Merger Subsidiary and the Company, executed
an Agreement and Plan of Merger on or about November 15, 2006 (the "Merger
Agreement"), upon the terms and subject to the conditions set forth therein;
and;
WHEREAS, the parties hereto desire to amend the Merger Agreement to
reflect certain changes agreed to by the parties;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations, warranties, covenants, and agreements contained herein, the
parties hereto agree as follows:
1. Paragraph 1.3(b) of the Merger Agreement shall be amended to read as
follows:
(b) At the Closing, Parent shall issue and exchange with the Company
Shareholder as consideration for all shares of Company Common Stock (as
defined in Section (1.4(a)), 525,000 shares of Parent Common Stock (as
defined in Section (1.4(a)) (the "Merger Consideration" as defined in
Section 1.4(a)). The shares of Parent Common Stock referenced in this
Agreement and exchangeable with the Company Shareholder shall be
"restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission (the "SEC"). Parent shall assume no Company debt
owed to the Company Shareholder. Parent shall pay to the Company
Shareholder $200,000 by wire in accordance with the wiring information
set forth in Section 8.6. Parent shall be able to demonstrate to the
satisfaction of Company Shareholder that it has raised approximately
$500,000 in cash funding or will provide evidence of a letter of credit
in such amount to support the Catpro Business Segment owned by the
Company and to be operated as a separate division within the Company as a
wholly-owned subsidiary of the Parent.
2. Paragraph 1.3(d)(i) of the Merger Agreement shall be amended to read
as follows:
(i) Parent will provide approximately $500,000 to support the
post-Merger Catpro Business Segment.
3. Paragraph 1.8 of the Merger Agreement shall be amended to read as
follows:
1.8 Directors and Officers of the Surviving Corporation and Parent.
With the exception of the removal of Xxxxx Xxxxxx, the directors and
officers of Merger Subsidiary, as of the Effective Time, shall be
designated as the directors and officers of the Surviving
Corporation.
4. Paragraph 1.11 will be added and will read as follows:
1.11 Name Change of Surviving Corporation. The name of the
Surviving Corporation will be changed to "Image Labs International,
Inc."
5. Paragraph 6.10 shall be deleted as the condition to raise cash
funding is no longer a condition to the Closing of the Merger Agreement.
6. All other terms and conditions of the Merger Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
REFLECT SCIENTIFIC, INC. XXXXXXXXX AND ASSOCIATES, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxx Xxxxxxxxx
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Xxx Xxxxx, President Xxxxx Xxxxxxxxx, President
XXXXXXXXX AND ASSOCIATES, INC.
SOLE SHAREHOLDER
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
