AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2009 • Abakan, Inc • Services-prepackaged software
("Waste to Energy") WHEREAS: A. Abakan is the wholly-owned subsidiary of Waste to Energy; B. The board of directors of Abakan and Waste to Energy deem it advisable and in the best interests of their respective companies and shareholders that Abakan be merged with and into Waste to Energy, with Waste to Energy remaining as the surviving corporation under the name "Abakan Inc."; C. The board of directors of Abakan has approved the plan of merger embodied in this Agreement; and D. The board of directors of Waste to Energy has approved the plan of merger embodied in this Agreement. THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows: 1. THE MERGER 1.1 THE MERGER Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Abakan shall be merged with and into Waste to Energy in accordance with
