EXHIBIT
2.1
AGREEMENT AND PLAN
OF MERGER
THIS AGREEMENT AND PLAN OF
MERGER dated as of
March 2, 2007 (this “Agreement”) is made and entered
into by and among Curtis Acquisition, Inc., a Delaware corporation
(“Curtis”), Guardian Zone Technologies, Inc., an Ohio
corporation (“Guardian”) and Heatherwood, Inc., a
Delaware corporation (“Heatherwood”) (Curtis, Guardian
and Heatherwood sometimes are referred to collectively in this
Agreement as the “Constituent
Corporations”).
WITNESSETH:
WHEREAS , Curtis, Guardian and Heatherwood desire to
effect a merger of each of Guardian and Heatherwood with and into
Curtis pursuant to the provisions of the Delaware General
Corporation Law (the “DGCL”) and the Ohio Revised Code
(the “ORC”);
WHEREAS , the Board of Directors of each of Curtis,
Guardian and Heatherwood have deemed it advisable and in the best
interests of each organization that each of Guardian and
Heatherwood merge with and into Curtis upon the terms and subject
to the conditions herein provided; and
WHEREAS , the Board of Directors of each of Curtis,
Guardian and Heatherwood has, by resolution duly adopted, approved
this Agreement and directed that it be executed by the undersigned
officers.
NOW,
THEREFORE , in
consideration of the mutual agreements herein contained, the
parties agree that each of Guardian and Heatherwood shall be merged
with and into Curtis and that the terms and conditions of the
merger, the mode of carrying the merger into effect and certain
other provisions relating thereto shall be as hereinafter set
forth.
ARTICLE
I
The
Merger
1.1 Surviving Corporation
. Subject to the terms and provisions of this
Agreement, and in accordance with the DGCL and the ORC, at the
Effective Time (as defined in Section 1.3 hereof), each of Guardian
and Heatherwood shall be merged with and into Curtis (the
“Merger”). Curtis shall be the surviving corporation
(hereinafter sometimes called the “Surviving
Corporation”) of the Merger and shall continue its corporate
existence under the laws of the State of Delaware. At the Effective
Time:
(a) the separate corporate existence of each of
Guardian and Heatherwood shall cease;
(b) the Surviving Corporation shall hereupon and
thereafter possess all the rights, privileges, powers and
franchises of a private nature, and be subject to all the
liabilities and duties of each of Guardian and Heatherwood; and all
and singular, the rights, privileges, powers and franchises
thereof, and all property, real, personal and mixed, and all debts
due to each of Guardian and Heatherwood on whatever account, as
well for stock subscriptions as all other things in action or
belonging to each of Guardian and Heatherwood, shall be vested in
the Surviving Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation
as they were of each of Guardian and Heatherwood; but all rights of
creditors and all liens upon any property of each of Guardian and
Heatherwood shall be preserved unimpaired, and all debts,
liabilities and duties of each of Guardian and Heatherwood shall
attach to the Surviving Corporation and may be enforced against it
to the same extent as if said debts, liabilities and duties had
been incurred or contracted by it;
(c) the assets, liabilities, reserves and accounts
of each of Guardian and Heatherwood shall be recorded on the books
of the Surviving Corporation at the amounts at which they,
respectively, shall then be carried on the books of the Surviving
Corporation subject to such adjustments or eliminations of
intercompany items as may be appropriate in giving effect to the
Merger; and
(d) at the Effective Time, the Board of Directors,
and the members thereof, and the officers of the Surviving
Corporation shall be the following:
1. Thomas J. Radu
2. Ronald S. Kazdin
3. Donald Klins
1.2 Effect of the Merger
. At the Effective Time, the Merger shall have the
effects provided for herein and in the relevant provisions of the
DGCL and the ORC.
1.3 Effective Time . The Merger shall become effective on the date
and at the time at which the filing of each of the Certificate of
Merger in the State of Delaware and the Certificate of Merger in
the State of Ohio shall have occurred in the manner required to
cause the Merger to become effective under the applicable
provisions of the DGCL and the ORC (the “Effective
Time”).
1.4 Consideration . The consideration for the Merger will be as
follows:
(a) Guardian shall pay to the shareholder of the
Surviving Corporation, within ninety (90) days of the date of first
trading as a publicly traded company Sixty Thousand Dollars
($60,000.00), secured by a promissory note (the “G
