EXHIBIT 2.1
AMENDMENT TO
CONTRIBUTION AGREEMENT
This AMENDMENT TO CONTRIBUTION AGREEMENT (this "
Amendment ") is entered into this _ 26th day of
December, 2006, among (i) Platinum Research Organization, Inc.,
(f/k/a NorthTech Corporation), a company organized and existing
under the laws of Nevada (" NorthTech "), (ii) each of
Platinum Research Organization L.P., a limited partnership
organized and existing under the laws of Texas (" Platinum
"), Lubrication Partners, a joint venture (" GP Transferor
") and sole shareholder of Platinum IP Management, Inc., a company
organized and existing under the laws of Texas and the general
partner of Platinum (" PRO GP "), each person holding a
limited partnership interest in Platinum (each, a " Limited
Partner ") (each Limited Partner and GP Transferor, a " PRO
Transferor " and collectively, the " PRO Transferors "),
by and through John T. (Cork) Jaeger as the representative of all
PRO Transferors (the " PRO Transferor Representative "), and
(iii) Steve Drayton as the representative (the " Investor
Representative ") of all individuals who invest in NorthTech
(other than the PRO Transferors) (the " Investors ") and who
have agreed to be bound by the terms of this Agreement and have
appointed Steve Drayton as their representative for purposes of
this Agreement, in each case pursuant to a subscription
agreement.
R E C I T A L
S:
A. NorthTech, Platinum, the PRO Transferors, the PRO Transferor
Representative, the Investors and the Investor Representative are
all party to that certain Contribution Agreement dated October 26,
2006 (the " Contribution Agreement "), whereby, among other
things, (i) GP Transferor has agreed to contribute all of the
capital stock of PRO GP (the " PRO GP Capital Stock ") to
NorthTech, (ii) the Limited Partners agreed to contribute all of
the outstanding limited partner partnership interests of Platinum
(collectively, the " Partnership Interests " and together
with the PRO GP Capital Stock, the " Interests "), (iii) the
Investors agreed to contribute cash to NorthTech, and (iv) certain
warrant holders agreed to exercise warrants, and in each case
NorthTech agreed to issue shares of capital stock in NorthTech to
the PRO Transferors, the Investors and the warrant holders in
exchange for their respective contributions, all in a transaction
intended to qualify under Section 351 of the Code, all on the terms
and conditions set forth therein.
B. By this Amendment, the parties desire to amend the Contribution
Agreement in order to (i) add a new Section 6.24 to provide for the
substitution of options issued to certain employees and consultants
of Platinum, (ii) extend the Outside Date to February 28, 2007,
(iii) amend Exhibit F to provide that the voting rights of the
Preferred Stock are on an "as-converted" basis assuming the
conversion of the Preferred Stock into Common Stock, (iv)
supplement Sections 3.3, 3.6, 3.9(a) and 3.10(a) of the Disclosure
Letter to include certain options issued to certain employees and
consultants of Platinum, and (v) enter into certain other
agreements between the parties, as set forth in this Amendment.
A G R E E M E N
T:
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