THIS PLAN OF
MERGER (this “ Plan ”), dated as of
October 9, 2009 (the “ Execution Date ”),
is entered into by and among TECHNISCAN, INC., a Utah corporation
(“ TechniScan ”) and TECHNISCAN ACQUISITION,
INC., a Utah corporation (“ Merger Sub
”).
WHEREAS ,
the sole shareholder of Merger Sub, Castillo, Inc., a Delaware
corporation (“ Parent ”) and the boards of
directors of each of Merger Sub and TechniScan (each a “
Board ”) have, pursuant to the laws of their
respective states of organization, declared that this Plan is
advisable, fair and in the best interests of their respective
shareholders, and have approved this Plan and the consummation of
the transactions contemplated hereby, including the merger of
Merger Sub with and into TechniScan in exchange for shares of the
common stock of Parent (“ Parent Common Stock
”); and
WHEREAS ,
the parties to this Plan intend that the merger will qualify as a
transaction described in Section 368 of the Internal Revenue
Code of 1986, as amended and the parties have agreed not to take
actions that would cause the merger not to so qualify.
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
. On the terms and subject to the conditions set forth in this
Plan, at the Effective Time, in accordance with the provisions of
the Utah Revised Business Corporation Act (the “ Utah
Act ”), Merger Sub shall be merged with and into
TechniScan. TechniScan shall continue as the surviving entity (the
“ Surviving Entity ”) and the separate existence
of Merger Sub shall cease (the “ Merger
”).
1.2 Effective
Time . Prior to the Effective Time, Merger Sub and TechniScan
shall prepare, and, on the closing date of the Merger (the “
Closing Date ”), TechniScan shall file with the
Department of Commerce, Division of Corporations and Commercial
Code of the State of Utah (the “ Division ”),
Articles of Merger (the “ Articles of Merger ”),
and/or such other appropriate documents executed in accordance with
the applicable provisions of the Utah Act and shall make all other
filings or recordings required under the Utah Act to effect the
Merger. The Merger shall become effective at such time as
the
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