AGREEMENT AND PLAN OF
MERGER
between
GENERAL COMPONENTS, INC.
and
HI-TECH WEALTH INC.
Dated as of April 25,
2007
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND
PLAN OF MERGER, dated as of April 25, 2007, between General
Components, Inc., a Nevada corporation ("Parent"), and Hi-Tech
Wealth Inc., a Nevada corporation and a direct wholly-owned
subsidiary of Parent ("HTW"). Parent and HTW are hereinafter
collectively referred to as the "Constituent
Corporations."
WITNESSETH:
WHEREAS, the
board of directors of Parent has determined that it is advisable
and in the best interests of the respective companies and
shareholders to enter into a business combination by means of the
merger of HTW with and into Parent (the "Merger") and has approved
and adopted this Agreement and Plan of Merger (the
"Agreement");
NOW, THEREFORE,
in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1.
Merger and Effective Time.
Effective upon the filing of the articles of merger (the "Articles
of Merger"), entered into concurrently herewith, with the Secretary
of State of the State of Nevada (the "Effective Time"), HTW shall
be merged with and into Parent (the "Merger") and Parent shall be
the surviving corporation of the Merger (the "Surviving
Corporation").
2.
Effect of Merger. At the Effective
Time, the Constituent Corporations shall merge into the Surviving
Corporation and the separate existence of the Constituent
Corporations shall cease. The effect of the Merger shall be as
provided in the Nevada Revised Statutes. Without limiting the
generality of the foregoing, all rights, powers, privileges,
obligations and duties of HTW shall become the rights, powers,
privileges, obligations and duties of the Surviving
Corporation.
3.
Name of Surviving Corporation. The
name of the Surviving Corporation shall be "Hi-Tech Wealth
Inc."
4.
Governing Documents. The Articles
of Incorporation of Parent, as amended to the extent provided in
the Articles of Merger, and the Bylaws of Parent, as in effect at
the Effective Time, shall continue in full force and effect as the
Articles of Incorporation and Bylaws of the Surviving Corporation
until sooner terminated or changed as permitted by the provisions
of Nevada Revised Statutes, as amended.
5.
Directors and Officers. At the
Effective Time, the directors and the officers of the Surviving
Corporation shall be the incumbent directors and officers of
Parent, all of whom shall hold their directorships and officerships
until the election and qualification of their respective successors
or until thei
