0001262463-13-000761 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger • November 14th, 2013 • Us Nuclear Corp. • Blank checks • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  November 14th, 2013
• Company
  Us Nuclear Corp.
• Industry
  Blank checks
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of October 15, 2013 by and between US Nuclear Corp, f/k/a, APEX 3 Inc. a Delaware Corporation ("US Nuclear Corp"), US Nuclear Acquisition Corp., a California corporation ("USNAC") and Optron Scientific Company, Inc., a California Corporation ("Optron"). This Agreement contemplates a tax-free merger of USNAC, with and into Optron in reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code, in which the shareholder of Optron will receive Common Stock in US Nuclear Corp in exchange shares of Optron, with the result that Optron becomes a subsidiary of US Nuclear Corp.

Cancellation Agreement

Cancellation Agreement • November 14th, 2013 • Us Nuclear Corp. • Blank checks • Delaware

• Contract Type
  Cancellation Agreement
• Filed
  November 14th, 2013
• Company
  Us Nuclear Corp.
• Industry
  Blank checks
• Jurisdiction
  Delaware

THIS Cancellation Agreement (this "Cancellation Agreement") is made as of October 15, 2013 by and between US Nuclear Corp, f/k/a, APEX 3 Inc. a Delaware Corporation ("US Nuclear Corp"), US Nuclear Acquisition Corp., a California corporation ("USNAC") and Optron Scientific Company, Inc., a California Corporation ("Optron") and Robert I. Goldstein.