EXHIBIT 10.2
ROSS MILLER Document Number
Secretary of State 20080551838-70
206 North Carson Street Filing Date and Time
Carson City, Nevada 89701-4299 08/19/2008 11:01 AM
(775) 684 5708 Entity Number
Website: secretaryofstate.biz E0483492006-0
Filed in the office of
/s/ Ross Miller
ROSS MILLER
Secretary of State
ARTICLES OF MERGER State of Nevada
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200). If there are more than four merging entities, check box [ ] and
attach an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Your Digital Memories Inc.
Name of merging entity
Nevada
Jurisdiction Entity type *
Waste to Energy Group, Inc.
Name of merging entity
Nevada
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Your Digital Memories Inc.
Name of surviving entity
Nevada
Jurisdiction Entity type *
* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 2
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 domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as
applicable, for each entity) (if there are more than four merging entities,
check box [ ] and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity):
(a) Owner's approval was not required from
Your Digital Memories Inc.
Name of merging entity, if applicable
Waste to Energy Group, Inc.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Your Digital Memories Inc.
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
(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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 4
(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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 5
5) Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
Article One of the Articles of Incorporation of Your Digital Memories Inc.
is hereby amended to change the name of Your Digital Memories Inc. to Waste
to Energy Group Inc.
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)**: 9/4/08
* 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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 6
8) Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners
of each Nevada limited partnership; A manager of each Nevada
limited-liability company with managers or all the members if there are no
managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there
are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional
entity.):
Your Digital Memories Inc.
Name of merging entity
/s/ A. Bard President 8/14/08
Signature Title Date
Waste to Energy Group, Inc.
Name of merging entity
/s/ A. Bard President 8/14/08
Signature Title Date
Name of merging entity
Signature Title Date
Name of merging entity
Signature Title Date
Your Digital Memories Inc.
Name of surviving entity
/s/ A. Bard President 8/14/08
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in
the manner provided by the law governing it (NRS 92A.230). Additional
signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of August 14, 2008.
BETWEEN:
WASTE TO ENERGY GROUP INC., a Nevada corporation, having its office at
15 Zichron Ya`akov, Suite 23 Entrance B., Jerusalem, 94421
("Waste to Energy")
AND:
YOUR DIGITAL MEMORIES INC., a Nevada corporation, having its office at
15 Zichron Ya`akov, Suite 23 Entrance B., Jerusalem, 94421
("Your Digital Memories")
WHEREAS:
A. Waste to Energy is the wholly-owned subsidiary of Your Digital Memories;
B. The board of directors of Waste to Energy and Your Digital Memories deem it
advisable and in the best interests of their respective companies and
shareholders that Waste to Energy be merged with and into Your Digital Memories,
with Your Digital Memories remaining as the surviving corporation under the name
"Waste to Energy Group Inc.";
C. The board of directors of Waste to Energy has approved the plan of merger
embodied in this Agreement; and
D. The board of directors of Your Digital Memories 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
1.1 THE MERGER
Upon the terms and subject to the conditions hereof, on the Effective Date
(as hereinafter defined), Waste to Energy shall be merged with and into Your
Digital Memories in accordance with the applicable laws of the State of Nevada
(the "MERGER"). The separate existence of Waste to Energy shall cease, and Your
-2-
Digital Memories shall be the surviving corporation under the name "Waste to
Energy Group Inc." (the "SURVIVING CORPORATION") and shall be governed by the
laws of the State of Nevada.
1.2 EFFECTIVE 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.
1.3 ARTICLES OF INCORPORATION
On the Effective Date, the Articles of Incorporation of Your Digital
Memories, 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 Your
Digital Memories, as the Surviving Corporation, shall be amended to state that
the name of the corporation is "Waste to Energy Group Inc.".
1.4 BYLAWS
On the Effective Date, the Bylaws of Your Digital Memories, as in effect
immediately prior to the Effective Date, shall continue in full force and effect
as the bylaws of the Surviving Corporation.
1.5 DIRECTORS AND OFFICERS
The directors and officers of Your Digital Memories 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
2.1 COMMON STOCK OF YOUR DIGITAL MEMORIES
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 Your Digital
Memories, par value of $0.001 per share, issued and 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").
-3-
2.2 COMMON STOCK OF WASTE TO ENERGY
Upon the Effective Date, by virtue of the Merger and without any action on
the part of the holder thereof, each share of common stock of Waste to Energy,
par value of $0.001 per share, issued and outstanding immediately prior to the
Effective Date shall be cancelled.
2.3 EXCHANGE 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.
3. EFFECT OF THE MERGER
3.1 RIGHTS, 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
Waste to Energy and Your Digital Memories; all property of every description and
every interest therein, and all debts and other obligations of or belonging to
or due to each of Waste to Energy and Your Digital Memories 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 Waste to
Energy or Your Digital Memories, shall not revert or in any way be impaired by
reason of this merger; and all of the rights of creditors of Waste to Energy and
Your Digital Memories shall be preserved unimpaired, and all liens upon the
property of Waste to Energy or Your Digital Memories 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.
3.2 FURTHER 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
Waste to Energy 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 Waste to Energy 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 Waste to Energy or otherwise to take any
and all such action and to execute and deliver any and all such deeds and other
instruments.
-4-
4. GENERAL
4.1 ABANDONMENT
Notwithstanding any approval of the Merger or this Agreement by the
shareholders of Waste to Energy or Your Digital Memories 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 Waste to Energy and Your Digital
Memories.
4.2 AMENDMENT
At any time prior to the Effective Date, this Agreement may be amended or
modified in writing by the board of directors of both Waste to Energy and Your
Digital Memories.
4.3 GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada.
4.4 COUNTERPARTS
In order to facilitate the filing and recording of this Agreement, the same
may be executed in any number of counterparts, each of which shall be deemed to
be an original.
4.5 ELECTRONIC MEANS
Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Agreement as of
the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date set forth above.
WASTE TO ENERGY GROUP INC.
Per: /s/ A. Bard
--------------------------------------------
Authorized Signatory
YOUR DIGITAL MEMORIES INC.
Per: /s/ A. Bard
--------------------------------------------
Authorized Signatory
APPENDIX A
To the Agreement and Plan of Merger between
Waste to Energy and Your Digital Memories
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200). If there are more than four merging entities, check box [ ] and
attach an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Waste to Energy Group, Inc.
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Your Digital Memories Inc.
Name of merging entity
Nevada Corporation
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Your Digital Memories Inc.
Name of surviving entity
Nevada Corporation
Jurisdiction Entity type *
* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 1
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS
92A.200). If there are more than four merging entities, check box [ ] and
attach an 8 1/2" x 11" blank sheet containing the required information for
each additional entity.
Your Digital Memories Inc.
Name of merging entity
Nevada
Jurisdiction Entity type *
Waste to Energy Group, Inc.
Name of merging entity
Nevada
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
Name of merging entity
Jurisdiction Entity type *
and,
Your Digital Memories Inc.
Name of surviving entity
Nevada
Jurisdiction Entity type *
* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 2
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 domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as
applicable, for each entity) (if there are more than four merging entities,
check box [ ] and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity):
(a) Owner's approval was not required from
Your Digital Memories Inc.
Name of merging entity, if applicable
Waste to Energy Group, Inc.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Your Digital Memories Inc.
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 3
(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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 4
(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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 5
5) Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
Article One of the Articles of Incorporation of Your Digital Memories Inc.
is hereby amended to change the name of Your Digital Memories Inc. to Waste
to Energy Group Inc.
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)**: 9/4/08
* 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.
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
ABOVE SPACE IS FOR OFFICE USE ONLY
ARTICLES OF MERGER
(PURSUANT TO NRS 92A.200)
PAGE 6
8) Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners
of each Nevada limited partnership; A manager of each Nevada
limited-liability company with managers or all the members if there are no
managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there
are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional
entity.):
Your Digital Memories Inc.
Name of merging entity
/s/ A. Bard President 8/14/08
Signature Title Date
Waste to Energy Group, Inc.
Name of merging entity
/s/ A. Bard President 8/14/08
Signature Title Date
Name of merging entity
Signature Title Date
Name of merging entity
Signature Title Date
Your Digital Memories Inc.
Name of surviving entity
/s/ A. Bard President 8/14/08
Signature Title Date
* The articles of merger must be signed by each foreign constituent entity in
the manner provided by the law governing it (NRS 92A.230). Additional
signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.