AGREEMENT AND PLAN
OF
MERGER AND
REORGANIZATION
Agreement of Merger and Plan of
Merger and Reorganization, dated July 2 2009 by and between Arrin
Background, Inc., a Nevada corporation ("Arrin") and Xertech Inc.,
a Nevada corporation ("Xertech").
WHEREAS , the Boards of Directors of Arrin and Xertech
have resolved that Arrin and Xertech be merged under and pursuant
to Chapter 92A.180 of the Nevada Revised Statutes into a single
corporation, existing under the laws of the State of Nevada, in
which Arrin shall be the surviving corporation (such corporation in
its capacity as such surviving corporation being sometimes referred
to herein as the "Surviving Corporation");
WHEREAS , the respective Boards of Directors of Arrin
and Xertech have approved the merger upon the terms and conditions
hereinafter set forth and have approved this Agreement;
NOW, THEREFORE
, in consideration of the premises
and the mutual agreements, provisions and covenants herein
contained, the parties hereto hereby agree in accordance with
Chapter 92A.180 of the Nevada Revised Statutes that Arrin and
Xertech shall be, at the Effective Date (as hereinafter defined),
merged (the "Merger") into a single corporation existing under the
laws of the State of Nevada, which shall be the Surviving
Corporation, and the parties hereto adopt and agree to the
following terms and conditions relating to the Merger.
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1.
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Filings; Effects of Merger
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1.1.
Action by Arrin . On or before July 2, 2009, the Board of
Directors of Arrin shall adopt this Agreement unanimously in
accordance with the Nevada Revised Statutes.
1.2.
Action by Xertech . On or before July 2, 2009, the Board of
Directors of Xertech shall adopt this Agreement unanimously in
accordance with the Nevada Revised Statutes.
1.3
Filing of Certificate of Merger; Effective Date . If (a)
this Agreement is adopted by the Board of Directors of Arrin, in
accordance with the Nevada Revised Statutes, (b) this Agreement is
adopted by the Board of Directors of Xertech, in accordance with
the Nevada Revised Statutes, and (c) this Agreement is not
thereafter, and has not theretofore been terminated or abandoned as
permitted by the provisions hereof, then Articles of Merger shall
be filed and recorded in accordance with Chapter 92A.180 of the
Nevada Revised Statutes. The Merger shall become effective upon
filing of the Articles of Merger in accordance with Chapter 92A.180
of the Nevada Revised Statutes, which date and time are herein
referred to as the "Effective Date."
1.4.
Certain Effects of Merger . On the Effective Date, the
separate existence of Xertech sh
