AGREEMENT AND PLAN OF MERGERMerger Agreement • November 14th, 2013 • Us Nuclear Corp. • Blank checks • 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 AgreementCancellation Agreement • November 14th, 2013 • Us Nuclear Corp. • Blank checks • 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.
