THIS PLAN OF
MERGER (this “ Plan ”), dated as of
October 9, 2009 (the “ Execution Date ”),
is entered into by and among CASTILLO, INC., a Delaware corporation
(“ Parent ”) and TECHNISCAN, INC., a Utah
corporation and wholly-owned subsidiary of Parent (“
Subsidiary ”).
WHEREAS ,
the Board of Directors of Parent, and the sole stockholder of
Subsidiary, have determined that it is advisable and in the best
interests of Parent and Subsidiary that Subsidiary merge with and
into Parent upon the terms and subject to the conditions herein
provided, and have approved this Plan.
WHEREAS ,
the Board of Directors of Subsidiary has determined that it is
advisable and in the best interests of Subsidiary that it merge
with and into Parent upon the terms and subject to the conditions
herein provided, and have approved this Plan.
NOW,
THEREFORE , in consideration of the covenants, promises and
representations set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
expressly and mutually acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
1.1 Merger
. Upon the terms and subject to the conditions set forth in this
Plan, at the Effective Time (as defined below), Subsidiary shall be
merged with and into Parent (the “ Merger ”),
the separate existence of Subsidiary shall cease and Parent 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 Utah Revised Business Corporation Act
(the “ Utah Act ”) and this Plan.
1.2 Effective
Time . 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
Department of Commerce, Division of Corporations and Commercial
Code of the State of Utah (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 Parent
and Subsidiary (the “ Effective Time
”).
1.3 Legal
Effects of the Merger . At the Effective Time, the
effect
