AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2010 (the “Agreement”), between American Power Merger Corporation., a Nevada corporation (the “Corporation”), and American Power Corporation., a Nevada corporation (the “Parent”).

WITNESSETH:

WHEREAS, the Parent desires to acquire all the assets, and to assume all of the liabilities and obligations, of the Corporation by means of a merger of the Corporation with and into the Parent, with the Parent being the surviving corporation (the “Merger”);

WHEREAS, the Corporation is a wholly-owned subsidiary of the Parent;

WHEREAS, Section 92A.180 of the Nevada Revised Statutes (“Nevada Law”) authorize the merger of a Nevada corporation into a Nevada corporation;

WHEREAS, the Parent shall be the surviving entity (the “Surviving Corporation”) and continue its existence as a Nevada corporation; and

WHEREAS, the Board of Directors of the Corporation and the Parent have approved this Agreement and the consummation of the Merger.

NOW THEREFORE, the parties hereto hereby agree as follows:

ARTICLE  I

THE MERGER

SECTION 1.01. The Merger.

(a) At the Effective Time (as defined below), the Corporation shall be merged, the separate existence of the Corporation shall cease and the Surviving Corporation shall be the surviving entity and continue its existence as a Nevada corporation.

(b) The Merger shall become effective on the date that a Certificate of Ownership and Merger with respect to the Merger, substantially in the form attached hereto as Exhibit A, is accepted for filing by the Office of the Secretary of State of Nevada (the “Effective Time”) and all other filings or recordings required by the Nevada Revised Statutes in connection with the Merger are made.

SECTION 1.02. Merger Consideration.

At the Effective Time, each share of common stock, par value $0.001 per share of the Corporation and Parent which shall be issued and outstanding immediately prior to the Effective Time shall be exchanged on a 1:1 pro rata basis for new shares of common stock, par value $0.001 per share in the Surviving Corporation, and from and after the Effective Time, the holders of all said issued and outstanding shares of stock of the Corporation shall automatically become holders of shares of the Surviving Corporation, whether or not certificates representing said shares are then issued and delivered.

ARTICLE  II

THE SURVIVING CORPORATION

SECTION 2.01. Bylaws; Certificate of Incorporation.  The certificate of incorporation of the Parent, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation unless and until thereafter amended in accordance with its terms and applicable law.  The Bylaws of the Parent as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation unless and until thereafter amended in accordance with applicable law.

At the Effective Time the name of the Surviving Corporation shall be American Power Corporation.

ARTICLE  III

TRANSFER AND CONVEYANCE OF ASSETS

AND ASSUMPTION OF LIABILITIES

SECTION 3.01. Transfer, Conveyance and Assumption.  At the Effective Time, the Parent shall continue in existence as the Surviving Corporation, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Corporation, and all of the assets and property of whatever kind and character of the Corporation shall vest in the Surviving Corporation without further act or deed; thereafter, the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Corporation, and any claim or judgment against the Corporation may be enforced against the Surviving Corporation in accordance with Section 92A.200 of the Nevada Law.

SECTION 3.02. Further Assurances.  If at any time the Parent shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Corporation, or otherwise to carry out the provisions hereof, the proper representatives of the Corporation as of the Effective Time shall execute and deliver any and all proper deeds, assignments, and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving Corporation, and otherwise to carry out the provisions hereof.

ARTICLE  IV

MISCELLANEOUS

SECTION 4.01. Authorized Person.  Xxxxxxxx Xxxxxxxx, President and Director of the Corporation, shall be authorized, at such time in his sole discretion as he deems appropriate to execute, acknowledge, verify, deliver, file and record, for and in the name of the Corporation any and all documents and instruments including, without limitation, the certificate of incorporation of the Surviving Corporation and the Certificate of Merger, and shall do and perform any and all acts required by applicable law which the Surviving Corporation deems necessary or advisable, in order to effectuate the Merger.

SECTION 4.02. Survival of Representations and Warranties.  The representations and warranties and agreements contained in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

SECTION 4.03. Amendments; No Waivers.  (a)  Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Parent.

(b) No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 4.04. Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the Parent and the Corporation, or their representatives, are merged into this Agreement, and this Agreement shall constitute the entire understanding between the Parent and the Corporation with respect to the subject matter hereof.

SECTION 4.05. Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

SECTION 4.06. Governing Law.  This Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada, without reference to principles of conflicts of law

SECTION 4.07. Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

[Signature Page Follows]

[SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER]

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the date first written above.

American Power Merger Corporation

a Nevada corporation

By: /s/ Xxxxxxxx Xxxxxxxx

Name: Xxxxxxxx Xxxxxxxx

Title:   President and Director

American Power Corporation

a Nevada corporation

By:  /s/ Xxxxxxxx Xxxxxxxx

Name: Xxxxxxxx Xxxxxxxx

Title:   President and Director

EXHIBIT A

CERTIFICATE OF OWNERSHIP AND MERGER