 | ROSS MILLER |
| Secretary of State | |
| 204 North Carson Street, Ste 1 | |
| Carson City, Nevada 89701-4299 | |
| (775) 684 5708 | |
| Website: secretaryofstate.biz |
| Articles of Merger (PURSUANT TO NRS 92A.200) Page 2 |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 2)Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90): |
| Attn: | |
| c/o: |
| 3) (Choose one) | ||
| [ x ] | The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). | |
| [ ] | The undersigned declares that a plan of merger has been adopted by the parent domesticentity (NRS 92A.180) | |
| 4)Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (ifthere are more than four merging entities, check boxand attach an 8 1/2" x 11'' blank sheetcontaining the required information for each additional entity): | |||
| (a)Owner's approval was not required from | |||
| Angstrom Microsystems Corp. | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| and, or; | |||
| Angstrom Technologies Corp. | |||
| Name of surviving entity, if applicable | |||
| This form must be accompanied by appropriate fees. | Nevada Secretary of State AM Merger Page 2 2007 |
| Revised on: 01/01/07 |
| ROSS MILLER |
| Secretary of State | |
| 204 North Carson Street, Ste 1 | |
| Carson City, Nevada 89701-4299 | |
| (775) 684 5708 | |
| Website: secretaryofstate.biz |
| Articles of Merger (PURSUANT TO NRS 92A.200) Page 3 |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| (b) The plan was approved by the required consent of the owners of *: | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| and, or; | |||
| Name of surviving entity, if applicable | |||
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
| This form must be accompanied by appropriate fees. | Nevada Secretary of State AM Merger Page 3 2007 |
| Revised on: 01/01/07 |
| ROSS MILLER |
| Secretary of State | |
| 204 North Carson Street, Ste 1 | |
| Carson City, Nevada 89701-4299 | |
| (775) 684 5708 | |
| Website: secretaryofstate.biz |
| Articles of Merger (PURSUANT TO NRS 92A.200) Page 4 |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| Name of merging entity, if applicable | |||
| and, or; | |||
| Name of surviving entity, if applicable | |||
| This form must be accompanied by appropriate fees. | Nevada Secretary of State AM Merger Page 4 2007 |
| Revised on: 01/01/07 |
| ROSS MILLER |
| Secretary of State | |
| 204 North Carson Street, Ste 1 | |
| Carson City, Nevada 89701-4299 | |
| (775) 684 5708 | |
| Website: secretaryofstate.biz |
| Articles of Merger (PURSUANT TO NRS 92A.200) Page 5 |
| USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
5) Amendments, if any, to the articles or certificate of the surviving entity. Providearticle numbers, if available. (NRS 92A.200)*: | |||||
| Article One of the Articles of Incorporation of Angstrom Technologies Corp. is hereby amended to change the name from Angstrom Technologies Corp. to Angstrom Microsystems Corp. | |||||
| 6) Location of Plan of Merger (check a or b): | |||||
| [ x ] | (a) The entire plan of merger is attached; | ||||
| or, | |||||
| [ ] | (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). | ||||
| 7) Effective date (optional)**: | |||||
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
| This form must be accompanied by appropriate fees. | Nevada Secretary of State AM Merger Page 5 2007 |
| Revised on: 01/01/07 |
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of April 16, 2008.
BETWEEN:
ANGSTROM MICROSYSTEMS CORP., a Nevada corporation, having its office 228 Bonis Ph#3, Scarborough, Ontario M1T 3W4 Canada
(“AMC”)
AND:
ANGSTROM TECHNOLOGIES CORP., a Nevada corporation, having its office 228 Bonis Ph#3, Scarborough, Ontario M1T 3W4 Canada
(“ATC”)
WHEREAS:
| A. | AMC is the wholly-owned subsidiary of ATC; |
| B. | The board of directors of AMC and ATC deem it advisable and in the best interest of their respective companies and shareholders that AMC be merged with and into ATC, with ATC remaining as the surviving corporation under the name “Angstrom Microsystems Corp.”; |
| C. | The board of directors of AMC has approved the plan of merger embodied in this Agreement; and |
| D. | The board of directors of ATC has approved the plan of merger embodied in this Agreement. |
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
1.THE MERGER
1.1The Merger
Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), AMC shall be merged with and into ATC in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of AMC shall cease, and ATC shall be the surviving corporation under the name “Angstrom Microsystems Corp.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
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1.2Effective Date
The Merger shall become effective on the date and at the time (the “Effective Date”) that:
| (a) | the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and | |
| (b) | after satisfaction of the requirements of the laws of the State of Nevada. |
1.3Articles of Incorporation
On the Effective Date, the Articles of Incorporation of ATC, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of ATC, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Angstrom Microsystems Corp.”
1.4Bylaws
On the Effective Date, the Bylaws of ATC, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
1.5Directors and Officers
The directors and officers of ATC immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
2.CONVERSION OF SHARES
2.1Common Stock of AMC
Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of AMC, par value of $0.001 per share, outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “Survivor Stock”).
2.2Exchange of Certificates
Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
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3.EFFECT OF THE MERGER
3.1Rights, Privileges, etc.
On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of AMC and ATC; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of AMC and ATC on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in AMC or ATC, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of AMC and ATC shall be preserved unimpaired, and all liens upon the property of AMC or ATC shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.2FURTHER ASSURANCES
From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of AMC such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of AMC and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of AMC or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
4.GENERAL
4.1Abandonment
Notwithstanding any approval of the Merger or this Agreement by the shareholders of AMC or ATC or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of AMC and ATC.
4.2Amendment
At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both AMC and ATC.
4.3Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
