This Amendment No. 3 (the “
Amendment ”), entered into September 28, 2009, to the
Agreement and Plan of Merger (the “ Agreement ”
or “ Merger Agreement ”), executed on or around
May 22, 2009, and amended on or around July 8, 2009 and on July 15,
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. ” The
Agreement and amendment thereto are attached as Exhibit A
:
