AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
(this "Merger Agreement") made and entered into as of February 12, 2009 by and
between Nasus Consulting, Inc., a Nevada corporation ("Nasus Nevada") and Nasus
Consulting, Inc., a Massachusetts corporation ("Nasus Mass.").
WITNESSETH:
WHEREAS, Nasus Nevada is a
corporation duly organized and existing under the laws of the State of
Nevada;
WHEREAS, Nasus Mass is a
corporation duly organized and existing under the laws of the State of
Massachusetts;
WHEREAS, on the date of this
Merger Agreement, Nasus Mass. has authority to issue 2,000,000 shares of Common
Stock, $.001 par value (the "Nasus Mass. Common Stock"), of which 1,332,000
shares are issued and outstanding.
WHEREAS, on the date of this
Merger Agreement, Nasus Nevada has authority to issue 2,000,000 shares of Common
Stock, $.001 par value (the "Nasus Nevada Common Stock"), of which 0 shares are
issued and outstanding.
WHEREAS, the respective Boards
of Directors of Nasus Mass. and Nasus Nevada have determined that it is
advisable and to the advantage of said two corporations that Nasus Mass. merge
into Nasus Nevada upon the terms and conditions herein provided;
and
WHEREAS, the respective Boards
of Directors of Nasus Nevada and Nasus Mass. have approved this Merger Agreement
and the Boards of Directors of Nasus Nevada and Nasus Mass. have directed that
this Merger Agreement be submitted to a vote of their shareholders, if required
by state law;
NOW, THEREFORE, in
consideration of the mutual agreements and covenants set forth herein, Nasus
Nevada and Nasus Mass. hereby agree to merge as follows:
(1) Merger. Nasus
Mass. shall be merged with and into Nasus Nevada, and Nasus Nevada shall survive
the merger ("merger"), effective upon the date when the Merger Agreement is made
effective in accordance with applicable laws (the "Effective
Date").
(2) Governing
Documents. The Bylaws, as in effect on the Effective Date, of
Nasus Nevada shall continue to be the Bylaws of Nasus Nevada as the surviving
corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable laws.
(3) Further
Assurances. From time to time, as and when required by Nasus
Nevada or by its successors and assigns, there shall be executed and delivered
on behalf of Nasus Mass. such deeds and other instruments, and there shall be
taken or caused to be taken by it such further and other action, as shall be
appropriate or necessary in order to vest, perfect or confirm, of record or
otherwise, in Nasus Nevada the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Nasus Mass., and otherwise to carry out the purposes of the Merger
Agreement, and the officers and directors of Nasus Nevada are fully authorized
in the name and on behalf of Nasus Mass. or otherwise to take any and all such
action and to execute and deliver any and all such deeds and other
instruments.
(4) Stock of Nasus
Mass.. On and after the Effective Date, all of the outstanding
shares of Nasus Mass. shall be exchanged for Nasus Nevada Common Shares issued
on a one to one basis. As this is a statutory merger, the
tradability of such shares shall be maintained.
(5) Book
Entries. As of the Effective Date, entries shall be made upon
the books of Nasus Nevada in accordance with the following.
(a) The
assets and liabilities of Nasus Mass. shall be recorded at the amounts at which
they were carried on the books of Nasus Nevada immediately prior to the
Effective Date.
(b) There
shall be credited to the common stock account of Nasus Nevada the aggregate
amount of the stated value of all shares of Nasus Nevada Common Stock resulting
from the conversion of the outstanding Nasus Mass. Common Stock pursuant to the
merger.
(c) There
shall be credited to the retained earnings account of Nasus Nevada the aggregate
of the amount carried in the retained earnings account of Nasus Mass.
immediately prior to the Effective Date.
(6) Access to
Documentation. Prior to the merger, Nasus Nevada and Nasus
Mass. shall provide each other full access to their books and records, and shall
furnish financial and operating data and such other information with respect to
their business and assets as may reasonably be requested from time to
time. If the proposed transaction is not consummated, all parties
shall keep confidential any information (unless ascertainable from public
filings or published information) obtained concerning each others operations,
assets and business.
(7) Merger
Expenses. Nasus Mass. shall pay all of the legal, accounting
and any other expenses reasonably incurred in connection with this Agreement and
the transactions contemplated hereby. Nasus Nevada agrees to
provide an itemized list of all expenses incurred in connection with the Merger
Agreement and the transactions contemplated hereby.
(8) Abandonment. At
any time before the effective Date, the Agreement and Plan of Reorganization and
the Agreement of Merger may be terminated and the Merger may be abandoned by the
Board of Directors of either Nasus Nevada or Nasus Mass. or both,
notwithstanding approval of the Merger Agreement by the shareholders of Nasus
Nevada or the shareholders of Nasus Mass. or both.
(9) Counterparts. In
order to facilitate the filing and recording of this Merger Agreement the same
may be executed in any number of counterparts, each of which shall be deemed to
be an original.
IN WITNESS WHEREOF, this
Merger Agreement, having first been duly approved by resolution of the Boards of
Directors of Nasus Mass. and Nasus Nevada, is hereby executed on behalf of each
of said two corporations by their respective officers thereunto duly
authorized.
Nasus Consulting,
Inc. ATTEST:
A Nevada
corporation
/s/ Xxxxxxx X.
Xxxxxxxxx /s/ Xxxx X.
Xxxxxxxxx
President
Secretary
Nasus Consulting,
Inc. ATTEST:
A
Massachusetts corporation
/s/ Xxxxxxx X.
Xxxxxxxxx /s/ Xxxx X.
Xxxxxxxxx
President Secretary
