AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN
OF MERGER (this “ Agreement ”), dated as of
September 4, 2009, by and between Castillo, Inc., a Delaware
corporation (“ Castillo-Delaware ”), and
Castillo, Inc., a Nevada corporation (“
Castillo-Nevada ”).
WHEREAS,
Castillo-Delaware is a corporation duly organized and in good
standing under the laws of the State of Delaware;
WHEREAS,
Castillo-Nevada is a corporation duly organized and in good
standing under the laws of the State of Nevada; and
WHEREAS, the Board
of Directors and the holder of a majority of the outstanding shares
of voting capital stock of Castillo-Nevada have determined that it
is advisable and in the best interests of Castillo-Nevada that it
merge with and into Castillo-Delaware upon the terms and subject to
the conditions herein provided, and have approved this
Agreement.
WHEREAS, the Board
of Directors of Castillo-Delaware has determined that it is
advisable and in the best interests of Castillo-Delaware that
Castillo-Nevada merge with and into it upon the terms and subject
to the conditions herein provided, and have approved this
Agreement.
NOW, THEREFORE, in
consideration of the premises, the mutual covenants herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree that Castillo-Nevada shall be merged with and into
Castillo-Delaware on the terms and conditions hereinafter set
forth.
SECTION 1.01.
The Merger.
(a) Upon the
terms and subject to the conditions set forth in this Agreement, at
the Effective Time (as defined below), Castillo-Nevada shall be
merged with and into Castillo-Delaware (the “ Merger
”), the separate existence of Castillo-Nevada shall cease and
Castillo-Delaware shall be the corporation surviving the Merger
(hereinafter referred to as the “ Surviving
Corporation ”), which shall continue to exist under, and
be governed by, the laws of the State of Delaware. The Merger shall
have the effects specified in the General Corporation Law of the
State of Delaware (the “ DGCL ”), the Nevada
Revised Statutes (the “ NRS ”) and this
Agreement.
(b) The
Merger shall become effective on the date and time specified in a
Certificate of Merger to be filed wit