AGREEMENT AND PLAN OF MERGER between REMEDIATION SERVICES, INC. and LIANDI CLEAN TECHNOLOGY INC. Dated as of March 18, 2010
between
REMEDIATION
SERVICES, INC.
and
Dated as
of March 18, 2010
AGREEMENT
AND PLAN OF MERGER, dated as of March 18, 2010, between Remediation Services,
Inc., a Nevada corporation (“Parent”), and LianDi
Clean Technology Inc., a Nevada corporation and a direct wholly-owned subsidiary
of Parent (“Merger
Sub”). Parent and Merger Sub are hereinafter collectively
referred to as the “Constituent
Corporations.”
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is advisable and in the
best interests of the respective companies and shareholders to enter into a
business combination by means of the merger of Merger Sub with and into Parent
(the “Merger”)
and has approved and adopted this Agreement and Plan of Merger (the “Agreement”);
NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Merger and Effective
Time. Upon the filing of the articles of merger (the “Articles of Merger”),
entered into concurrently herewith, with the Secretary of State of the State of
Nevada, Merger Sub shall be merged with and into Parent (the “Merger”) and Parent
shall be the surviving corporation of the Merger (the “Surviving
Corporation”) effective on April 1, 2010 (the “Effective
Time”).
2. Effect of Merger. At
the Effective Time, the separate existence of the Constituent Corporations shall
cease. The effect of the Merger shall be as provided in the Nevada Revised
Statutes. Without limiting the generality of the foregoing, all rights, powers,
privileges, obligations and duties of Merger Sub shall become the rights,
powers, privileges, obligations and duties of the Surviving
Corporation.
3. Name of Surviving
Corporation. The name of the Surviving Corporation shall be “LianDi Clean
Technology Inc.”
4. Governing Documents.
The Articles of Incorporation of Parent, only amended to the extent provided in
the Articles of Merger to change its name, and the Bylaws of Parent, as in
effect at the Effective Time, shall continue in full force and effect as the
Articles of Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed as permitted by the provisions of Nevada Revised Statutes,
as amended.
5. Directors and
Officers. At the Effective Time, the directors and the officers of the
Surviving Corporation shall be the incumbent directors and officers of Parent,
all of whom shall hold their positions as directors and officers until the
election and qualification of their respective successors or until their tenure
is otherwise terminated in accordance with the Articles of Incorporation or
Bylaws of the Surviving Corporation.
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6. Conversion of Securities and
Consideration. At the Effective Time, by virtue of the Merger and in
consideration therefor, and without any action on the part of the Constituent
Corporations or any stockholder thereof, (i) each share of Merger Sub’s Common
Stock shall be cancelled, and (ii) each share of Parent’s Common Stock shall
remain unchanged in the hands of the holder thereof as an outstanding share of
the Surviving Corporation.
7. Representations of
Parent. Parent represents and warrants to Merger Sub that as of the date
of this Agreement and as of the Effective Time (a) it is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, (b) it has all requisite corporate power and authority to enter into and
perform its obligations under this Agreement and Plan of Merger and to execute
the Articles of Merger and to perform its obligations thereunder, (c) this
Agreement has been duly executed and delivered by Parent, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Parent, enforceable in accordance with its terms, and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Articles of Incorporation or Bylaws of
Parent.
8. Representations of Merger
Sub. Merger Sub represents and warrants to Parent that as of
the date of this Agreement and as of the Effective Time (a) it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada, (b) it has all requisite corporate power and authority to enter
into and perform its obligations under this Agreement and Plan of Merger and to
execute the Articles of Merger and to perform its obligations thereunder, (c)
this Agreement has been duly executed and delivered by Merger Sub, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Merger Sub, enforceable in accordance with its terms,
and (d) the execution, delivery and performance of this Agreement does not
conflict with any provision of the Articles of Incorporation or Bylaws of Merger
Sub.
9. Entire Agreement.
This Agreement sets forth the entire agreement and understanding among the
parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of every kind and nature among
them.
10. Severability. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other provisions of
this Agreement shall nevertheless remain in full force and effect.
11. Termination and
Abandonment. Prior to the Effective Time, this Agreement may be
terminated and the Merger abandoned by the Board of Directors of
Parent.
12. Amendment. Prior to
the Effective Time, this Agreement may be amended, modified or supplemented by
the Board of Directors of Parent.
13. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without giving effect to principles of conflicts of
law.
14. Headings. The
underlined headings contained in this Agreement are for convenience of reference
only, shall not be deemed to be a part of this Agreement and shall not be
referred to in connection with the construction or interpretation of this
Agreement.
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15. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
[signature
page follows]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
REMEDIATION
SERVICES, INC.
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Xxxxxxxxx
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| Title: |
CEO
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/s/
Xxxxxxxxx Xxx
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Xxxxxxxxx
Xxx
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| Title: |
CEO
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