Cascade Technologies Corp.
December
17, 2009
Via
E-Mail
Spectral
Molecular Imaging, Inc.
d/b/a
Optical Molecular Imaging, Inc.
0000
Xxxxxxx Xxxxx
Xxx
Xxxxxxx, XX 00000
Attention: Xx.
Xxxxxx Xxxxxx
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Re:
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Amendment
No. 1 to Memorandum of Agreement
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Relating to the Exchange of
Shares for Certain Assets
Ladies
and Gentlemen:
We refer
to the memorandum of agreement (the “Memorandum of
Agreement”) dated December 11, 2009 between Cascade Technologies Corp, a
Wyoming corporation (“Cascade”) and
Spectral Molecular Imaging, Inc., a Nevada corporation which does business as
Optical Molecular Imaging, Inc. (“Optical”), relating
to certain agreements among Cascade, Optical, and the principal shareholders of
Optical. Terms used but not defined in this letter shall have the
meanings, if any, ascribed thereto in the Memorandum of Agreement.
The
purpose of this letter is to memorialize certain agreed amendments of the
parties to provisions of the Memorandum of Agreement. The parties
hereby confirm and agree to the following amendments and otherwise confirm and
reaffirm the Memorandum of Agreement as so amended.
We have
agreed to use our mutual commercially reasonable best efforts to negotiate,
sign, and deliver definitive agreements approved by our respective Boards of
Directors which will set forth in detail our agreed transactions, upon the
following principal terms and conditions:
(a) Paragraph
3.1 of the Memorandum of Agreement is hereby amended and restated in its
entirety to read as follows:
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3.1
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Upon
consummation of the Exchange and the Financing, and after taking into
account (a) the cancelation (the “Cancelation”)
of 142,110,816 shares of restricted Common Stock presently outstanding and
held by the principal shareholder of Cascade (which such Cancelation shall
be deemed to include any shares of Common Stock that may be issued in
respect of such 142,110,816 shares on account of the Split (as hereafter
defined), (b) a 3.64-for-one stock split or a 2.64 share dividend per
share (as applicable, the “Split”) to be
implemented by Cascade, (c) the issuance by Cascade to Optical of the
10,000,000 shares of Common Stock (the “Common
Issuance”), (d) the issuance by Cascade to Optical of the
10,000,000 shares of Series A Preferred (the “Series A
Issuance”), and (e) the issuance by Cascade of the not less than
2,000,000 shares of Series B Preferred (the “Series B
Exchange”) contemplated in the Financing, the Capitalization of
Cascade shall be as set forth in Schedule B
hereto. Unless the context otherwise requires, all computations
in this memorandum of agreement assume and give effect to the Exchange,
the Financing, the Cancelation, the Split, the Common Issuance, the Series
A Issuance, and the Series B
Exchange.
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(b) Paragraph
5.1.2 of the Memorandum of Agreement is hereby amended and restated in its
entirety to read as follows:
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5.1.2
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Intentionally
omitted.
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(c) Paragraph
5.2 of the Memorandum of Agreement is hereby amended by adding therein a new
paragraph 5.2.10 to read as follows:
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5.2.10
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Cascade
shall consummate the Cancelation.
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This
letter and the Memorandum of Agreement amended and reaffirmed hereby evidence
the agreement and understanding of the parties hereto and are intended to be
legally binding. The transactions contemplated herein and therein may
be terminated only as provided in the Memorandum of Agreement.
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This
letter may be executed in any number of counterparts and each such counterpart
shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
If the
foregoing correctly sets forth the agreement and understanding of the parties,
please execute this letter in duplicate as provided below, retain one copy for
your records, and return one to the undersigned, whereupon this will be a
binding agreement among the parties hereto in accordance with the terms
hereof.
Very
truly yours,
By:
Name: Xxxxxxxxxx
Xxxxxxxx
Title: Chief Financial
Officer
Address
for Notices:
0000 0xx Xxxxxx
X.X.
Xxxxxxx,
Xxxxxxx X0X 0X0
E-Mail: xxxxxxxxx@xxxxxxxxxxxxx.xxx
Agreed
and Accepted
as of the
17th day
of December 2009:
“Optical”
Spectral
Molecular Imaging, Inc.
By:
Xxxxxx X. Xxxxxx Ph.D.
Chairman
Address
for Notices:
0000
Xxxxxxx Xxxxx
Xxx
Xxxxxxx, XX 00000
E-Mail: xxxxxxxx@xxxxx.xxx
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