EXHIBIT 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 8, 2008
THIS AMENDMENT NO. 1 to Agreement and Plan of Merger is made and entered
into this 9th day of July, 2008, by and among BIOMEDICAL TECHNOLOGY
SOLUTIONS, INC., a Colorado corporation ("BMTS"); CET SERVICES, INC., a
California corporation ("CET"); and CET ACQUISITION CORP., a Colorado
subsidiary of CET ("CETAC"). BMTS, CET and CETAC are hereinafter sometimes
individually referred to as a "party" and collectively as the "parties".
WITNESETH:
WHEREAS, the parties executed and delivered a certain Agreement and Plan
of Merger dated as of May 8, 2008 (the "Agreement"); and
WHEREAS, the parties desire to modify and amend certain provisions of
the Agreement in the particulars herein below set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained the parties agree as follows:
1. Section 2.4 of the Agreement is hereby amended in its entirety to
provide the following:
"2.4 Closing: Closing Date. Subject to the terms and conditions
set forth in the Agreement, the consummation of the transactions
referenced above shall take place (the "Closing") on August 15, 2008, at
10:00 a.m. Mountain Daylight Savings Time at the offices of Xxxxxxxx X.
Xxxxxx, PC; 0000 Xxxx Xxxxxx, Xxxxxxx, XX 00000, or within five
business days following the satisfaction or waiver of all conditions
precedent to such Closing, if earlier, or at such other time, date and
place as BMTS and CETAC shall designate (the "Closing Date")".
2. Section 4.3 of the Agreement is hereby amended to provide, inter
alia, that the number of shares of common stock to be authorized for issuance
under the 2008 Equity Incentive Plan shall be 2.0 million shares after giving
effect to the reverse split.
3. Section 4.5 of the Agreement is hereby amended to provide, inter
alia, that CET will change its name to "BioMedical Technology Solutions
Holdings, Inc."
4. Section 4.7 of the Agreement is hereby amended to provide, inter
alia, that Parcel 5 has been sold by Community Builders; that the proceeds of
such sale shall be included in the $875,000 in cash of CET at the Effective
Date of the merger; and to delete the requirement that Community Builders pay
$400,000 to CET for Parcel No. 5 on the Effective Date.
5. Section 13.1(d) is hereby amended in its entirety to read as
follows:
"13.1 (d) By either CET, CETAC or BMTS, if for any reason the
parties have failed to close this Agreement on or before August 15,
2008, provided that neither CET, CETAC nor BMTS is then in default
hereunder."
3. This Amendment may not be construed to amend the Agreement in any
way except as expressly set forth herein. The execution and delivery of this
Amendment does not constitute and this Amendment may not be construed to
constitute a waiver by any party of:
a. Any breach of the Agreement by any party, whether or not such
breach is now existing or currently known or unknown to the non-breaching
party or parties; or
b. Any right or remedy arising from or available to a party by reason
of a breach of the Agreement by any other party or parties.
4. The parties hereby confirm that the Agreement, as amended by this
Amendment, is in full force and effect. In the event of any conflict or
inconsistency between the provisions of this Amendment and the provisions of
the Agreement, the provisions of this Amendment shall control.
5. Unless otherwise defined herein, all capitalized terms shall have
the meanings set forth in the Agreement.
IN WITNESS WHEREOF, the parties have signed the Agreement the date and
year first above written.
CET ACQUISITION CORP.
a Colorado corporation
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President
CET SERVICES, INC.
a California corporation
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President & CEO
BIOMEDICAL TECHNOLOGY SOLUTIONS, INC.
a Colorado corporation
By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx, President & CEO
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