THIS PLAN OF
MERGER (this “ Plan ”), dated as of
October 9, 2009 (the “ Execution Date ”),
is entered into by and among CASTILLO, INC., a Delaware corporation
(“ Parent ”) and TECHNISCAN, INC., a Utah
corporation and wholly-owned subsidiary of Parent (“
Subsidiary ”).
WHEREAS ,
the Board of Directors of Parent, and the sole stockholder of
Subsidiary, have determined that it is advisable and in the best
interests of Parent and Subsidiary that Subsidiary merge with and
into Parent upon the terms and subject to the conditions herein
provided, and have approved this Plan.
WHEREAS ,
the Board of Directors of Subsidiary has determined that it is
advisable and in the best interests of Subsidiary that it merge
with and into Parent upon the terms and subject to the conditions
herein provided, and have approved this Plan.
NOW,
THEREFORE , in consideration of the covenants, promises and
representations set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
expressly and mutually acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
1.1 Merger
. Upon the terms and subject to the conditions set forth in this
Plan, at the Effective Time (as defined below), Subsidiary shall be
merged with and into Parent (the “ Merger ”),
the separate existence of Subsidiary shall cease and Parent shall
be the corporation surviving the Merger (hereinafter referred to as
the “ Surviving Corporation ”), which shall
continu