AGREEMENT AND PLAN OF MERGER By and Among Rio Plata Exploration Corporation, and the Persons Listed on Schedule A and Schedule B Hereto April 22, 2013Agreement and Plan of Merger • April 26th, 2013 • W. S. Industries, Inc. • Services-management consulting services • Nevada
This Agreement and Plan of Merger (this “Agreement”) is entered into as of April 22, 2013, by and among Rio Plata Exploration Corporation, a corporation organized pursuant to the laws of the Province of British Columbia, Canada(the “Company”), W. S. Industries Inc., a Nevada corporation (“Parent”), W. S. Merger Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the persons listed on Schedule A (the “WS Debt Holders”) and Schedule B (the “WS Debt Purchasers”) hereto.
INDEMNITY AGREEMENTIndemnity Agreement • April 26th, 2013 • W. S. Industries, Inc. • Services-management consulting services • British Columbia
This Indemnity Agreement (the “Agreement”), dated as of April 22, 2013, is entered into by and among W. S. Industries, Inc.., a Nevada corporation (“WS”), W. S. Merger Corp., a Nevada corporation and a wholly owned subsidiary of WS (“Merger Sub”), and Rio Plata Exploration Corporation, a corporation incorporated pursuant to the laws of the Province of British Columbia Canada, (“Rio Plata” and together with WS and Merger Sub and any successor thereof, the “Companies”), and Robert Bell (the “Indemnitee”).
