AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG CRITICAL DIGITAL DATA, INC., SOLAR PARK ACQUISITION CORP. AND SOLAR PARK INITIATIVES, INC. July 13, 2010Agreement and Plan of Merger and Reorganization • July 19th, 2010 • Critical Digital Data, Inc. • Services-miscellaneous business services • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 13, 2010, by and among Critical Digital Data, Inc., a Nevada corporation (the “Parent”), Solar Park Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”) and Solar Park Initiatives, Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial • July 19th, 2010 • Critical Digital Data, Inc. • Services-miscellaneous business services
On July 13, 2010, Solar Park Initiatives, Inc., f/k/a Critical Digital Data, Inc. (the “Registrant” or “Parent”) approved an Agreement and Plan of Merger and Reorganization (the “Agreement”). As of July 13, 2010, by and among Critical Digital Data, Inc, a Nevada corporation (the “Parent”), Solar Park Acquisition Corp., a Nevada corporation (the Acquisition Subsidiary”) and Solar Park Initiatives, Inc a Nevada corporation (the “Company”). The Agreement was a merger of the Acquisition Subsidiary, a wholly-owned subsidiary of the Parent, with and into the Company, with the Company as the surviving entity after the merger (the “Merger”), whereby the Stockholders of the Company will receive common stock of the Parent in exchange for their capital stock of the Company. The Parent, Acquisition Subsidiary and the Company Merger qualifies as a “plan of reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and not subject the holders of equity securit
