AMENDMENT NO. 1 TO AGREEMENT AND
PLAN OF MERGER
This Amendment No. 1 (the “
Amendment ”), entered into July 7, 2009, to the
Agreement and Plan of Merger (the “ Agreement ”
or “ Merger Agreement ”) executed on or around
May 22, 2009, by and between SARS Corporation (“ SARS
”), a corporation formed under the laws of the State of
Nevada, and/or its assignees, Environmental Insulation, LLC
(“ EI ”), a limited liability company formed
under the laws of the State of Nevada, EI Acquisition Corp. (the
“ EI Merger Sub ”), a corporation to be formed
under the laws of the State of Nevada and a wholly owned subsidiary
of SARS, ESDD, LLC (“ ESDD ”), a limited
liability company formed under the laws of the State of Tennessee,
ESDD Acquisition Corp., a corporation to be formed under the laws
of the State of Nevada and a wholly owned subsidiary of SARS (the
“ ESDD Merger Sub ”), Alternatech, Inc. (“
Alternatech ”), a corporation formed under the laws of
the State of Illinois, Alternatech Acquisition Corp. (the “
Alternatech Merger Sub ”), a corporation to be formed
under the laws of the State of Nevada and a wholly owned subsidiary
of SARS, Associated Mechanical, Inc. (“ AMI ”),
a corporation formed under the laws of the State of Illinois, AMI
Acquisition Corp. (the “ AMI Merger Sub ”), a
corporation to be formed under the laws of the State of Nevada and
a wholly owned subsidiary of SARS, Swank Enterprises, Inc. (“
SEI ”) d/b/a Art and Print, Inc. (“
A&P ”), a corporation formed under the laws of the
State of Illinois, A&P Acquisition Corp. (the “
A&P Merger Sub ”), a corporation to be formed
under the laws of the State of Nevada and a wholly owned subsidiary
of SARS and R.J. Power Plumbing & Heating Company
(“ RJP ”), a corporation formed under the laws
of the State of Illinois, RJP Acquisition Corp. ( the
“RJP Merger Sub ”), a corporation to be
formed under the laws of the State of Nevada and a wholly owned
subsidiary of SARS. Hereinafter, EI, ESDD, Alternatech,
AMI, A&P and RJP shall be referred to collectively as the
“ Acquisition Entities ”:
WHEREAS, the Parties desire to revise the
Closing Date of the Agreement;
WHEREAS, the Parties wish to consolidate the
individual merger subsidiaries, as previously contemplated by the
Parties into one (1) merger subsidiary;
WHEREAS, the Parties wish to revise the number
of SARS shares received by the EI, ESDD, Alternatech, AMI, A&P
and RJP collectively;
WHEREAS, the Parties desire the effective date
of this Amendment to be retroactively effective as of June 30,
2009;
WHEREAS, the Parties now wish to amend the
Agreement, as set forth herein; and
WHEREAS, except
as set forth herein, all other terms to the Agreement shall remain
in full force and effect.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, it is hereby covenanted
and agreed to by the Parties as follows:
1. The
“ Closing Date ” in the Agreement shall be
defined as July 8, 2009.
2.
All references to the “ EI Merger Sub , ESDD Merger
Sub , Alternatech Merger Sub , AMI Merger Sub ,
A&P Merger Sub , the RJP Merger Sub and the
Merger Subs ” shall be removed and replaced by “
FasTech Services, Inc. ” FasTech Services,
Inc. shall be formed by SARS as a wholly-owned subsidiary of
SARS.
3.
Section 1.01”The Share Exchange” subsection (b)
shall be stricken and replaced in its entirety by the
following:
“The Acquisition Entities shall receive
twenty four million (24,000,000) shares of SARS’ restricted
common stock shares, on a pro rata basis, otherwise known herein as
the ‘ Merger Shares ’;”
4.
Section 1.02 “The Merger” subsection (b)(i)(3)
shall be stricken and replaced in its entirety by the
following:
“The Merger Shares acquired in the Share
Exchange shall represent, when issued, the equivalent of
approximately, but no less than, sixty percent (60%) of SARS’
issued and outstanding common stock at the Effective Time (defined,
herein below).”
5.
Section 1.02 “Conversion of Merger Sub Stock”
subsection (b)(ii) shall be stricken and replaced in its
entirety by the following:
“At the Effective Time (defined, herein
below), by virtue of the Merger and without any action on the part
of the Acquisition Entities and FasTech Services, Inc. and SARS, or
the holders of any of their respective securities, each share of
capital stock of the FasTech Services, Inc. outstanding,
immediately prior to the Effective Time (defined herein, below),
shall be converted into one (1) unit of EI membership
units, one (1) unit of ESDD membership units, one (1) share of
capital stock of Alternatech, one (1) share of the capital stock of
AMI, one (1) share of capital stock of A&P and one (1) share of
the capital stock of RJP, whereby FasTech Services, Inc. shall be
the ‘ Surviving Entity ,’ and the shares of
capital stock of the Surviving Entity so issued in such conversion
shall constitute the only outstanding shares of capital stock of
the Surviving Entity shall be a wholly owned subsidiary of
SARS.”
6.
Section 1.05 “Effective Time” subsections (a)
through (f) shall be stricken and replaced in its entirety by
the following:
“At the Effective Time and subject to and
upon the terms and conditions of this Merger Agreement, FasTech
Services, Inc. shall, and SARS shall cause FasTech Services, Inc.,
to merge with and into the Acquisition Entities (as defined in the
Agreement, or: EI, ESDD, Alternatech, AMI, A&P and RJP) in
accordance with the provisions of the Nevada Revised
Statutes. FasTech Services, Inc. shall continue as the
Surviving Entity. The Effective Time shall occur upon
the filing with the Nevada Secretary of State, executed in
accordance with the applicable provisions of the Nevada Secretary
of State, the Tennessee Department of State and the Illinois
Secretary of State, as necessary.”
7.
Section 1.10 “Employment Agreements” shall be
added to Article I of the Agreement with the following:
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