AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN
OF MERGER (this “ Agreement ”), dated as of
September 4, 2009, by and between Castillo, Inc., a Delaware
corporation (“ Castillo-Delaware ”), and
Castillo, Inc., a Nevada corporation (“
Castillo-Nevada ”).
WHEREAS,
Castillo-Delaware is a corporation duly organized and in good
standing under the laws of the State of Delaware;
WHEREAS,
Castillo-Nevada is a corporation duly organized and in good
standing under the laws of the State of Nevada; and
WHEREAS, the Board
of Directors and the holder of a majority of the outstanding shares
of voting capital stock of Castillo-Nevada have determined that it
is advisable and in the best interests of Castillo-Nevada that it
merge with and into Castillo-Delaware upon the terms and subject to
the conditions herein provided, and have approved this
Agreement.
WHEREAS, the Board
of Directors of Castillo-Delaware has determined that it is
advisable and in the best interests of Castillo-Delaware that
Castillo-Nevada merge with and into it upon the terms and subject
to the conditions herein provided, and have approved this
Agreement.
NOW, THEREFORE, in
consideration of the premises, the mutual covenants herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree that Castillo-Nevada shall be merged with and into
Castillo-Delaware on the terms and conditions hereinafter set
forth.
SECTION 1.01.
The Merger.
(a) Upon the
terms and subject to the conditions set forth in this Agreement, at
the Effective Time (as defined below), Castillo-Nevada shall be
merged with and into Castillo-Delaware (the “ Merger
”), the separate existence of Castillo-Nevada shall cease and
Castillo-Delaware shall be the corporation surviving the Merger
(hereinafter referred to as the “ Surviving
Corporation ”), which shall continue to exist under, and
be governed by, the laws of the State of Delaware. The Merger shall
have the effects specified in the General Corporation Law of the
State of Delaware (the “ DGCL ”), the Nevada
Revised Statutes (the “ NRS ”) and this
Agreement.
(b) The
Merger shall become effective on the date and time specified in a
Certificate of Merger to be filed with the Secretary of State of
the State of Delaware (the “ Certificate of Merger
”) and Articles of Merger to be filed with the Secretary of
State of the State of Nevada (the “ Articles of Merger
”), which shall be the later of (i) the date of filing
of the Certificate of Merger and Articles of Merger, or
(ii) the date and time determined by the Presidents of
Castillo-Nevada and Castillo-Delaware (the “ Effective
Time ”).
SECTION 1.02.
Effect of Merger on Capital Stock.
(a) At the
Effective Time, each share of common stock, $0.001 par value per
share, of Castillo-Nevada outstanding immediately prior to the
Effective Time shall be converted into and become one share of
common stock, $0.001 par value per share, of the Surviving
Corporation.
(b) At the
Effective Time, each option, warrant or other security of
Castillo-Nevada issued and outstanding immediately prior to the
Effective Time shall be converted into and shall be an identical
security of the Surviving Corporation and shares of common stock of
the Surviving Corporation shall be reserved for purposes of the
exercise of such options, warrants or other securities for each
share of common stock of Castillo-Nevada so reserved prior to the
Effective Time.
(c) As of the
Effective Time, there are no issued and outstanding shares of
capital stock of Castillo-Delaware.
