AGREEMENT AND PLAN OF MERGER between WESTINGHOUSE SOLAR, INC., CBD ENERGY LIMITED, and CBD-WS MERGER SUB, INC. May 7, 2012Agreement and Plan of Merger • May 9th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces • Delaware
Page Article 1 THE MERGER 1 Section 1.1 The Merger 1 Section 1.2 Effective Time 1 Section 1.3 Closing 1 Section 1.4 Certificate of Incorporation; Bylaws 1 Section 1.5 Directors and Officers of the Surviving Corporation; Directors of Parent 1 Section 1.6 Parent Board 1 Article 2 EFFECT ON SECURITIES 2 Section 2.1 Company Capital Stock 2 Section 2.2 Effect on Company Options and Company Warrants 2 Section 2.3 Effect on Merger Sub Stock 2 Article 3 MERGER CONSIDERATION 3 Section 3.1 Provision of Merger Consideration 3 Section 3.2 Stock Transfer Books 4 Article 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 Section 4.1 Organization 5 Section 4.2 Capitalization 5 Section 4.3 Authorization; Validity of Agreement 6 Section 4.4 No Violations; Consents and Approvals 6 Section 4.5 SEC Reports and Company Financial Statements 6 Section 4.6 Absence of Certain Changes 7 Section 4.7 Absence of Undisclosed Liabilities 7 Section 4.8 Reserved 7 Section 4.9 Employee Benefit Plans; ERISA 7 Section 4.1
