AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ZAPNAPS, INC., A NEVADA CORPORATION AND FUSIONTECH, INC., A NEVADA CORPORATION
BY
AND BETWEEN
ZAPNAPS,
INC., A NEVADA CORPORATION
AND
FUSIONTECH,
INC., A NEVADA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into
this 28th day of October, 2010 by and between ZapNaps Inc., a Nevada corporation
(the "Parent
Corporation"), with its principal executive offices located at Xx. 0 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx, Xxxxx 130000, and FusionTech, Inc., a Nevada
corporation (the "Subsidiary
Corporation"), with its registered agent’s office located at 0000
Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX. In consideration of the
covenants and conditions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Background. Parent Corporation
holds all of the issued and outstanding shares of stock of Subsidiary
Corporation. The parties have deemed it advisable and in the best interests of
each party and their respective shareholders to merge the Subsidiary Corporation
with and into the Parent Corporation (the “Merger”) as authorized by
the laws of the State of Nevada.
2. Merger; Effectiveness. The
Subsidiary Corporation shall be merged with and into the Parent Corporation
pursuant to the applicable provisions of Chapters 78 and Section 92A.180.1 of
the Nevada Revised Statutes, as amended, and in accordance with the terms of
this Agreement. Upon execution by the Parent Corporation and Subsidiary
Corporation of Articles of Merger incorporating this Agreement by reference and
the filing of the Articles of Merger with the Secretary of State of Nevada, the
Merger shall become effective (the "Effective Time of the
Merger") with the Parent Corporation being the surviving company of the
Merger (the “Surviving
Company”).
3. Conversion of Shares. At the
Effective time of the Merger, by virtue of the Merger, every share of the common
stock of the Subsidiary Corporation shall be retired and the certificates shall
be deemed cancelled.
4. Governing Documents, Bylaws, Board of
Directors. The Articles of Incorporation of the Parent Corporation in
effect immediately prior to the Effective Time of the Merger shall be the
Articles of Incorporation of the Surviving Company, provided, however, that the
Certificate of Merger filed with the Secretary of State of the State of Nevada
shall provide that the Articles of Incorporation shall be amended to change the
name of the Parent Corporation to FusionTech, Inc. The Bylaws of the
Parent Corporation in effect immediately prior to the Effective Time of the
Merger shall be the Bylaws of the Surviving Company. The Board of Directors of
the Parent Corporation shall be the Board of Directors of the Surviving
Company.
5. Waiver. Pursuant to NRS
92A.180, as amended, the Parent Corporation, the sole stockholder of the
Subsidiary Corporation, waives the requirement that a copy of the plan of merger
be mailed at least 30 days before filing the articles of merger.
6. Termination. This Agreement
may be terminated for any reason at any time before the filing of Articles of
Merger with the Secretary of State of the State of Nevada (whether before or
after approval by the shareholders of the Subsidiary Corporation and the Parent
Corporation, or either of them) by resolution of the Board of Directors of the
Parent Corporation.
7. Amendment. This Agreement may,
to the extent permitted by law, be amended, supplemented or interpreted at any
time by action taken by the Board of Directors of each of the
parties.
9. Governing Law. This Agreement
and all matters relating to this Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws.
10. Counterpart and Facsimile
Signatures. This Agreement may be signed in counterparts, each of which
shall be an original, but all of which shall constitute one and the same
document. Signatures transmitted by facsimile shall be deemed valid execution of
this Agreement binding on the parties.
IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date
first set forth above.
[Signature
Page Follows]
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ZAPNAPS,
INC.
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By:
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/s/
Xxxxx Xx
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By:
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/s/
Xxxxx Xx
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Name:
Xxxxx Xx
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Name:
Xxxxx Xx
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Title:
President
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Title:
President
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