Unassociated Document


    
      
 

      
    

    EXHIBIT 10.1

     

    AGREEMENT AND PLAN
OF MERGER

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
A

     

     

    AGREEMENT
AND PLAN OF MERGER

     

    by
and among

     

    Drayton
Harbor Resources, Inc.,

     

    Drayton
Acquisition Sub, Inc.,

     

    and

     

    LED
Power, Inc.

     

    dated
as of January 12, 2009

     

    ______________________________________________

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT
AND PLAN OF MERGER

     

    THIS
AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made
and entered into as of January 12, 2009, by and among Drayton Harbor Resources,
Inc., a Nevada corporation (“Parent”), Drayton
Acquisition Sub, Inc., a Nevada corporation and wholly owned subsidiary of
Parent (“Merger
Sub”), and LED Power, Inc., a Nevada corporation (the “Company”).  Certain
other capitalized terms used in this Agreement are defined in Exhibit A
attached hereto.

     

    RECITALS

     

    WHEREAS,
the respective Boards of Directors of Parent, Merger Sub and the Company believe
it is in the best interest of each company and their respective shareholders to
consummate the business combination transaction provided for herein in which
Merger Sub would merge with and into the Company (the “Merger”);

     

    WHEREAS,
the respective Boards of Directors of Parent, Merger Sub and the Company have
approved this Agreement and the Merger, upon the terms and subject to the
conditions set forth in this Agreement in accordance with the Nevada Revised
Statutes (“NRS”) and their
respective charter documents;

     

    WHEREAS,
it is intended that, for federal income tax purposes, the Merger will qualify as
a reorganization under the provisions of Section 368(a) of the Code;
and

     

    WHEREAS,
each of Parent, Merger Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the consummation
thereof.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements herein contained, the
parties hereto, intending to be legally bound, hereby agree as
follows:

     

    ARTICLE
1

     

    THE
MERGER

     

    1.1.           The Merger.  Upon
the terms and subject to the conditions set forth in this Agreement, and in
accordance with the NRS, Merger Sub shall be merged with and into the Company at
the Effective Time of the Merger (as defined in
Section 1.3).  Following the Merger, the separate corporate
existence of Merger Sub shall cease, and the Company shall continue as the
surviving corporation (the “Surviving
Corporation”) and shall succeed to and assume all the rights, properties,
liabilities and obligations of Merger Sub in accordance with the
NRS.

     

    1.2.           Closing.  The
closing of the Merger (the “Closing”) shall take
place at the offices of the Parent at the date and time on which the conditions
to Closing set forth in Article 8 of this Agreement shall have been
satisfied or waived by the appropriate party or at such time as the parties
hereto agree.  The date on which the Closing actually occurs and the
transactions contemplated hereby become effective is hereinafter referred to as
the “Closing
Date.”  At the time of the Closing, Parent, Merger Sub and the
Company shall deliver the certificates and other documents and instruments
required to be delivered hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3.           Effective Time of the
Merger.  At the Closing, the parties hereto shall
(a) cause an articles of merger substantially in the form of Exhibit B (the
“Nevada Articles of
Merger”) to be executed and filed with the Secretary of State of the
State of Nevada, as provided in Section 92A.200 of the NRS, and
(b) take all such other and further actions as may be required by the NRS
or other applicable Law to make the Merger effective.  The Merger
shall become effective as of the date and time of the filing of the Nevada
Articles of Merger.  The date and time of such effectiveness are
referred to herein as the “Effective
Time.”

     

    1.4.           Effects of the
Merger.  Subject to the foregoing, the effects of the Merger
shall be as provided in the applicable provisions of the NRS.

     

    1.5.           Articles of Incorporation and Bylaws
of the Surviving Corporation. The Articles of
Incorporation of the Company as in effect immediately prior to the Effective
Time and as amended by the Nevada Articles of Merger shall be the Articles of
Incorporation of the Surviving Corporation until thereafter changed or amended
as provided therein or in accordance with applicable Law.  The Bylaws
of the Company as in effect immediately prior to the Effective Time shall be the
Bylaws of the Surviving Corporation until thereafter changed or amended as
provided therein or in accordance with applicable law.

     

    1.6.           Directors and
Officers.  The directors and officers of the Company
immediately prior to the Effective Time shall be the directors and officers of
the Surviving Corporation until their successors shall have been duly elected or
appointed and qualified in accordance with applicable Law or until their earlier
death, resignation or removal in accordance with the Surviving Corporation’s
Articles of Incorporation and Bylaws.  Additionally, the sole director
of the Company will be appointed to serve on the Board of Directors of the
Parent.

     

    ARTICLE
2

     

    EFFECT
OF THE MERGER ON THE CAPITAL STOCK

    OF
COMPANY AND MERGER SUB

     

    2.1.           Effect on Capital
Stock.  At the Effective Time, by virtue of the Merger and
without any action on the part of Parent, Merger Sub or the
Company:

     

      (a)          Capital Stock of Merger
Sub.  Each issued and outstanding share of capital stock of
Merger Sub shall by virtue of the Merger and without any action on the part of
any holder thereof, be converted into one share of the Company’s common
stock.  Such newly issued share shall thereafter constitute all of the
issued and outstanding capital stock of the Surviving Corporation.

     

      (b)          Conversion of the Company
Stock.  Subject to other provisions of this
Article 2:

     

    (i)           Each
issued and outstanding share of the Company Stock immediately prior to the
Effective Time (individually a “Share” and
collectively the “Shares”), other than
Shares held by the Company, shall, by virtue of the Merger, be converted
automatically into the right to receive one share of the Parent’s Common Stock
(the “Merger
Consideration”) to be issued or exchanged in consideration therefor upon
the surrender of such certificate in accordance with Section 2.2, without
interest.

     

    
      
        
        

      

      
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    (ii)           Each
Share and Common Stock issued and outstanding immediately prior to the Effective
Time that is restricted or not fully vested shall upon such conversion have the
same restrictions or vesting arrangements as were applicable to such shares
prior to the conversion.

     

    (iii)           The
capitalization of the Company immediately prior to the Effective Time shall be
set forth on a Merger Consideration certificate to be delivered by the Company
to Merger Sub at Closing (the “Merger Consideration
Certificate”).  Parent and Merger Sub shall be entitled to rely
on the Merger Consideration Certificate in connection with issuance of the
Merger Consideration pursuant to Section 2.2.

     

    (iv)           At
the Effective Time, each Share held by the Company as treasury stock or held by
Merger Sub immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the Company, Merger Sub or the
holder thereof, be canceled, retired and cease to exist, and no consideration
shall be delivered with respect thereto.

     

    2.2.          Surrender and
Payment.

     

     (a)           Promptly
after the Effective Time, the Surviving Corporation shall cause to be mailed to
each holder of record of a certificate or certificates (the “Certificates”) which
immediately prior to the Effective Time represented outstanding shares of
Company Stock, whose shares were converted into the right to receive the Merger
Consideration pursuant to Section 2.1(b), instructions for use in effecting
the surrender of the Certificates in exchange for the Merger
Consideration.  Upon surrender of a Certificate for cancellation to
the Parent or to such agent or agents as may be appointed by Parent, the holder
of such Certificate shall be entitled to receive in exchange therefor the Merger
Consideration, and the Certificate so surrendered shall forthwith be
cancelled.  Until so surrendered, each Certificate will be deemed from
and after the Effective Time, for all corporate purposes, to evidence the right
to receive the Merger Consideration.

     

     (b)           If
any portion of the Merger Consideration is to be paid to a Person other than the
registered holder of the Shares represented by the Certificates surrendered in
exchange therefor, it shall be a condition to such payment that the Certificates
so surrendered shall be properly endorsed or otherwise be in proper form for
transfer.

     

     (c)           If,
after the Effective Time, Certificates are presented to the Surviving
Corporation, they shall be canceled and exchanged for the Merger Consideration
provided for, and in accordance with the procedures set forth, in this
Article 2.

     

     (d)           Notwithstanding
anything to the contrary in this Section 2.2, Parent shall not be liable to
any holder of Shares for any amount paid to a public official pursuant to and in
accordance with the requirements of applicable abandoned property, escheat or
similar Laws.

     

    2.3.          Additional
Actions.  If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any deeds, bills of
sale, assignments, assurances or any other actions or things are necessary or
desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation its right, title or interest in, to or under any of the rights,
properties or assets of Merger Sub or the Company or otherwise to carry out this
Agreement, the officers and directors of the Surviving Corporation shall be
authorized to execute and deliver, in the name and on behalf of Merger Sub and
the Company, all such deeds, bills of sale, assignments and assurances and to
take and do, in the name and on behalf of Merger Sub or the Company, all such
other actions and things as may be necessary or desirable to vest, perfect or
confirm any and all right, title and interest in, to and under such rights,
properties or assets in the Surviving Corporation or otherwise carry out the
transactions contemplated by this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
3

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

    The
Company represents and warrants to Parent and Merger Sub that, except as set
forth in the disclosure schedules delivered by the Company to Parent and Merger
Sub (the “Company
Disclosure Schedule”) which have been provided to Parent prior to the
date hereof:

     

    3.1.         Corporate Existence and
Power.  The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Nevada, and has all
corporate powers and authority and all governmental licenses, authorizations,
permits, consents and approvals required to own, lease and operate its
properties and to carry on its business as now conducted, except for those
licenses, authorizations, permits, consents and approvals the absence of which
would not, individually or in the aggregate, have a Material Adverse Effect on
the Company.  The Company has heretofore delivered to Parent true and
complete copies of the Company’s Articles of Incorporation and Bylaws as
currently in effect.

     

    3.2.         Subsidiaries.  The
Company does not own, directly or indirectly, any equity or other ownership
interest in any corporation, partnership, joint venture or other entity or
enterprise.

     

    3.3.         Corporate
Authorization.

     

    (a)           The
execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions contemplated hereby are within the Company’s
corporate powers and have been duly authorized by all necessary corporate
action.  This Agreement and the Merger have been duly authorized by
all necessary corporate action of the Company in accordance with the
NRS.

     

    (b)           The
Company’s Board of Directors, at a meeting duly called and held, has unanimously
(i) determined that this Agreement and the transactions contemplated hereby
(including the Merger) are fair to, and in the best interests of, its
shareholders, and (ii) approved and adopted this Agreement and the
transactions contemplated hereby (including the Merger), which approval
satisfies in full any applicable requirements of the NRS.

     

    (c)           This
Agreement has been duly executed and delivered by the Company.  This
Agreement constitutes, and the Transaction Documents to be executed and
delivered by the Company will constitute, legal, valid and binding obligations
of the Company, enforceable against the Company, as applicable, in accordance
with their respective terms, except to the extent that its enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors rights generally or by general
equitable principles.

     

    
      
        
        

      

      
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    3.4.   
     Governmental
Authorization.  The execution, delivery and performance by the
Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby require no action by or in respect of, or
filing with, any governmental body, agency, official or authority, other than
(a) the filing of the Nevada Articles of Merger and other documents in
accordance with the NRS, and (b)  any other filings, approvals or
authorizations which, if not obtained, would not, individually or in the
aggregate, have a Material Adverse Effect on the Company or Materially impair
the ability of the Company to consummate the transactions contemplated by this
Agreement.

     

    3.5.          Non-Contravention.  The
execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby do not and
will not (i) contravene or conflict with the Articles of Incorporation or
Bylaws of the Company, (ii) assuming compliance with the matters referred
to in Section 3.4, contravene or conflict with or constitute a violation of
any provision of any Law, judgment, injunction, order or decree binding upon or
applicable to the Company, (iii) require the consent or other action of any
Person under, constitute a Default under, or give rise to any right of
termination, cancellation or acceleration of any right or obligation of the
Company or to a loss of any benefit to which the Company is entitled under any
provision of any Material agreement or other instrument binding upon the Company
or any Material license, franchise, permit, certificate, approval or other
similar authorization affecting, or relating in any way to, the assets or
business of the Company, (iv) result in the creation or imposition of any
Material Lien on any asset of the Company, except, in the case of
clause (ii), for such matters as would not, individually or in the
aggregate, have a Material Adverse Effect on the Company or Materially impair
the ability of the Company to consummate the transactions contemplated by this
Agreement.

     

    3.6.         Compliance with Law and Other
Instruments.

     

    (a)           The
Company holds all Material licenses, permits and authorizations necessary for
the lawful conduct of its business as now being conducted pursuant to all
applicable Laws of all governmental bodies, agencies and other authorities
having jurisdiction over the Company or any part of its operations, and there
are no violations or claimed violations by the Company, or action or proceeding
pending against the Company of any such license, permit or authorization or any
such Law.

     

    (b)           The
business of the Company has been and is being conducted in compliance with all
applicable Laws, except for violations or failures to so comply that would not,
individually or in the aggregate, have a Material Adverse Effect on the
Company.  No investigation or review by any Regulatory Authority with
respect to the Company is pending or threatened in writing.

     

    3.7.         Capitalization.

     

    (a)           The
authorized capital stock of the Company consists of 100,000,000 shares of common
stock.  As of the Closing Date, there were outstanding 9,000,000
shares of Company Stock.

     

    (b)           All
outstanding shares of Company Stock have been duly authorized and validly issued
and are fully paid and nonassessable and free of preemptive
rights.  The Company has provided a capitalization table to the Merger
Sub as of the Closing Date.

     

    
      
        
        

      

      
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    (c)           All
of the Company Stock was issued or granted in compliance with all applicable
federal and state securities laws.

     

    3.8.         Litigation.  There
is no action, suit, investigation, audit or proceeding pending against, or to
the Knowledge of the Company threatened against or affecting, the Company, its
officers or directors or any of its properties before any court or arbitrator or
any governmental body, agency or official.

     

    3.9.         Taxes. The Company has
prepared and timely filed with the appropriate governmental agencies all
franchise, income and all other Tax returns and reports required to be filed on
or before the Effective Time, taking into account any extension of time to file
granted to or obtained on behalf of the Company.

     

    3.10.       Interests in Real
Property. The Company does not own
any real property.  All real property leases to which the Company is a
party are valid and in full force and effect and are valid and binding on the
parties thereto, assuming enforceability as to the parties other than the
Company, and the Company is not in Default of any Material provision
thereof.

     

    3.11.       Personal
Property.  The Company has good and marketable title, free and
clear of all title defects, security interests, pledges, options, claims, liens,
encumbrances and restrictions of any nature whatsoever to all inventory and
receivables and to any item of machinery, equipment, or tangible personal
property used in the business by the Company.

     

    3.12.       Patents, Intellectual Property;
Software.

     

    (a)           The
Company owns or possesses legally enforceable rights to use, all Intellectual
Property Material to the operation of the business of the Company as currently
conducted, or to products or services currently under development by the Company
(collectively, “Material Intellectual
Property”), and has the right to use, license, sublicense or assign the
same without Material liability to, or any requirement of consent from, any
other Person or party. All Material Intellectual Property is either owned by the
Company free and clear of all Liens or is used pursuant to a license agreement;
each such license agreement is valid and enforceable and in full force and
effect; the Company is not in Material Default thereunder; and to the Knowledge
of the Company, no corresponding licensor is in Material Default
thereunder.

     

    (b)           The
Company has the right to use, pursuant to valid licenses, all software
development tools, library functions, compilers, and all other Third Party
Software that are used in the operation of the Company or to create, modify,
compile, operate or support any Software that is Material Intellectual Property
or is incorporated into any Product.

     

    3.13.       Contracts. The Company has
provided copies of all Material Contracts to Merger Sub. With respect to each
such Contract:  (i) the Company is not in breach or Default, and
no event has occurred or circumstances exist which (with or without notice or
lapse of time or both) could reasonably be expected to constitute a material
breach or Default of, or permit termination, modification or acceleration under,
the Contract; (ii) no party has repudiated any provision of the Contract;
(iii) the Contract is legally valid and binding and is enforceable in
accordance with its terms against the Company and, to the Knowledge of the
Company, any other parties thereto, except that (A) such enforcement may be
subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other Laws, now or hereafter in effect, relating to or limiting
creditors’ rights generally and (B) the remedy of specific performance and
injunctive and other forms of equitable relief, may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought; and (iv) the Company has not given to, or received from any
other Person, any notice or other communication regarding any actual or alleged
violation or breach thereof or Default thereunder.

     

    
      
        
        

      

      
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    3.14.       Full
Disclosure.  All of the representations and warranties made by
the Company in this Agreement, and all statements set forth in the
certificates delivered by the Company at the Closing pursuant to this
Agreement, are true, correct and complete in all Material respects and do not
contain any untrue statement of a Material fact or omit to state any Material
fact necessary in order to make such representations, warranties or statements,
in light of the circumstances under which they were made, misleading. The copies
of all documents furnished by the Company pursuant to the terms of this
Agreement are complete and accurate copies of the original
documents.

     

    ARTICLE
4

     

    REPRESENTATIONS
AND WARRANTIES OF PARENT AND MERGER SUB

     

    Parent
and Merger Sub, jointly and severally, represent and warrant to the Company
that, except as set forth in Parent Disclosure Schedule:

     

    4.1.         Corporate Existence and
Power.  Each of Parent and Merger Sub is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation.  Each of Parent and Merger Sub has all requisite
corporate powers and authority and all governmental licenses, authorizations,
permits, consents and approvals required to carry on its business as now
conducted, except for those licenses, authorizations, permits, consents and
approvals the absence of which would not, individually or in the aggregate, have
a Material Adverse Effect on Parent. Parent has heretofore delivered to the
Company true and complete copies of the Certificate of Incorporation and Bylaws,
as currently in effect, for each of Parent and Merger Sub.

     

    4.2.         Corporate
Authorization.

     

    (a)           The
execution, delivery and performance by each of Parent and Merger Sub of this
Agreement and the Transaction Documents and the consummation of the transactions
contemplated hereby and thereby are within the corporate powers of each of
Parent and Merger Sub, and have been duly authorized by all necessary corporate
action.

     

    (b)           The
board of directors of each of Parent and Merger Sub, at a meeting duly called
and held, have each (i) determined that this Agreement and the Transaction
Documents and the transactions contemplated hereby and thereby (including the
Merger) are in the best interests of their respective shareholders, and
(ii) approved and adopted this Agreement and the Transaction Documents and
the transactions contemplated hereby and thereby (including the Merger), which
approval satisfies in full any applicable requirements of the NRS.

     

    (c)           This
Agreement has been duly executed and delivered by Parent and Merger
Sub.  This Agreement constitutes, and the Transaction Documents to be
executed and delivered will constitute legal, valid and binding obligations of
Parent and Merger Sub, enforceable against Parent and Merger Sub, as applicable,
in accordance with their respective terms, except to the extent that its
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other Laws affecting the enforcement of creditors
rights generally or by general equitable principles.

     

    
      
        
        

      

      
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    4.3.         Consents and Approvals; No
Violations.  Assuming the truth and accuracy of the Company’s
representations and warranties contained in Section 3.4, except for the
filing of the Articles of Merger with the Secretary of State of the State of
Nevada, no filing with or notice to, and no permit, authorization, consent or
approval of, any Governmental Entity is necessary for the execution and delivery
by Parent or Merger Sub of this Agreement or the consummation by Parent or
Merger Sub of the transactions contemplated hereby, except where the failure to
obtain such permits, authorizations, consents or approvals or to make such
filings or give such notice would not have a Material Adverse Effect on the
ability of Parent or Merger Sub to consummate the Merger.  Neither the
execution, delivery and performance of this Agreement by Parent or Merger Sub
nor the consummation by Parent or Merger Sub of the transactions contemplated
hereby will (a) conflict with or result in any breach of any provision of
the respective Articles of Incorporation or Bylaws (or similar governing
documents) of Parent or Merger Sub, (b) result in a violation or breach of,
or constitute (with or without due notice or lapse of time or both) a Default
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which Parent or Merger Sub is a party or by which any of them or any of their
respective properties or assets may be bound or (c) violate any order,
writ, injunction, decree or Law applicable to Parent or Merger Sub or any of
Parent’s subsidiaries or any of their respective properties or assets, except in
the case of (b) or (c) for violations, breaches or Defaults which would not have
a Material Adverse Effect on the ability of Parent or Merger Sub to consummate
the Merger.

     

    4.4.         No Prior
Activities.  Except for obligations incurred in connection with
its incorporation or the negotiation and consummation of this Agreement and the
transactions contemplated hereby, Merger Sub has neither incurred any obligation
or liability or engaged in any business or activity of any type or kind
whatsoever or entered into any agreement or arrangement with any person or
entity.

     

    ARTICLE
5

     

    COVENANTS
OF THE COMPANY

     

    5.1.         Conduct of the Company
Business.  Prior to the Closing Date, except with the prior
written consent of Parent or as expressly contemplated by this Agreement, the
Company shall:

     

    (a)           conduct
its business in substantially the same manner as presently being conducted and
refrain from entering into any transaction or Contract other than in the
ordinary course of business and consistent with past practices; and not make any
Material change in its methods of management, marketing, accounting, or
operations;

     

    (b)           obtain
approval from Parent prior to undertaking any Material new business opportunity
outside the ordinary course of business;

     

    (c)           confer
at the request of Parent with one or more designated representatives of Parent
to report Material operational matters and to report the general status of
ongoing business operations;

     

    
      
        
        

      

      
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    (d)           notify
Parent of any governmental complaints, investigations or hearings (or
communications indicating that the same may be contemplated), adjudicatory
proceedings or submissions involving any Material property or other Material
Assets;

     

    (e)           not
(i) grant of any severance or termination pay to any current or former
director, officer or employee of the Company, (ii) enter into of any
employment, deferred compensation or other similar agreement (or any amendment
to any such existing agreement) with any current or former director, officer or
employee of the Company, (iii) increase in benefits payable under any
existing severance or termination pay policies or employment agreements,
(iv) increase in compensation, bonus or other benefits payable or otherwise
made available to current or former directors, officers or employees of the
Company (other than in the ordinary course of business salary increases for
employees other than officers and directors), (v)  declare or pay of any
bonuses or year-end payments to any current or former directors, officers or
employees of the Company, or (vi) establish, adopt, or amend (except as
required by applicable Law), any collective bargaining, bonus, profit sharing,
thrift, pension, retirement, deferred compensation, compensation, stock option,
restricted stock or other benefit plan or arrangement covering any current or
former director, officer or employee of the Company;

     

    (f)           except
in the ordinary course of business and consistent with past practices, not
(i) create or incur any indebtedness (or, even if in the ordinary course of
business, not in excess of $50,000 in the aggregate), or (ii) release or
create any Liens of any nature whatsoever except for Permitted
Liens;

     

    (g)           except
in the ordinary course of business and, even if in the ordinary course of
business, then not in an amount to exceed $25,000 individually or $50,000 in the
aggregate, not make or commit to make any capital expenditure, or enter into any
lease of capital equipment as lessee or lessor;

     

    (h)           pay,
prepay or discharge any liability other than in the ordinary course of business
or fail to pay any liability when due;

     

    (i)           write-off
or write-down any assets of the Company;

     

    (j)           not
amend the Articles of Incorporation, Bylaws or other governing instruments of
the Company, except as contemplated by this Agreement;

     

    (k)           not
make any changes in its accounting methods or practices or revalue its Assets,
except for (i) those changes required by GAAP, and (ii) changes in its
tax accounting methods or practices that may be necessitated by changes in
applicable Tax laws;

     

    (l)           not
issue, sell, pledge, encumber, authorize the issuance of, enter into any
Contract to issue, sell, pledge, encumber, or authorize the issuance of, or
otherwise permit to become outstanding, any additional shares of the Company
Stock;

     

    (m)           not
sell or otherwise dispose of any Material Asset or make any Material commitment
relating to its Assets other than in the ordinary course of business or enter
into or terminate any lease of real property other than in the ordinary course
of business;

     

    
      
        
        

      

      
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    (n)           not
purchase or redeem, or agree to purchase or redeem, any security of the Company
(including any share of Company Stock);

     

    (o)           not
transfer or license to any Person or otherwise extend, amend or modify any
rights to the Intellectual Property of the Company, other than in the ordinary
course of business consistent with past practice;

     

    (p)           not
(i) enter into any new Material Contract, other than in the ordinary course
of business consistent with past practices, or (ii) Materially modify,
amend or terminate any Material Contract to which the Company is a party or
waive, release, or assign any Material rights or claims thereunder, in any such
case in a manner Materially adverse to Parent;

     

    (q)           not
take any actions that would make any representation and warranty of the Company
hereunder inaccurate in any Material respect at the Effective Time;
or

     

    (r)           authorize
any, or commit or agree to take any of, the foregoing actions.

     

    5.2.         Satisfaction of Conditions
Precedent.  During the term of this Agreement, the Company will
use its commercially reasonable best efforts to satisfy or cause to be satisfied
all the conditions precedent that are set forth in Article 8, and the
Company will use its commercially reasonable best efforts to cause the Merger
and the other transactions contemplated by this Agreement to be
consummated.

     

    5.3.         Notification of Certain
Matters.  The Company shall give prompt notice to Parent of
(i) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would cause any the Company representation or warranty
contained in this Agreement to be untrue or inaccurate at or prior to the
Effective Time and (ii) any failure of the Company to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it hereunder; provided, however, that the delivery of any notice pursuant to
this Section 5.3 shall not limit or otherwise affect the remedies available
hereunder to Parent.

     

    ARTICLE
6

     

    COVENANTS
OF PARENT

     

    6.1.         Obligations of Merger
Sub.  Parent shall take all action necessary to cause Merger
Sub to perform its obligations under this Agreement and to consummate the Merger
on the terms and conditions set forth in this Agreement.

     

    6.2.         Notification of Certain
Matters.  Parent shall give prompt notice to the Company of
(i) the occurrence or non-occurrence of any event the occurrence or
non-occurrence of which would cause any Parent representation or warranty
contained in this Agreement to be untrue or inaccurate at or prior to the
Effective Time and (ii) any failure of Parent to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided, however, that the delivery of any notice pursuant to this
Section 6.2 shall not limit or otherwise affect the remedies available
hereunder to the Company.

     

    6.3.         Satisfaction of Conditions
Precedent.  During the term of this Agreement, Parent will use
its commercially reasonable best efforts to satisfy or cause to be satisfied all
the conditions precedent that are set forth in Article 8, and Parent will
use its commercially reasonable best efforts to cause the Merger and the other
transactions contemplated by this Agreement to be consummated.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    6.4.         Board
Appointment.  At the Closing, the Parent shall appoint Robert
Jennings to serve on the Board of Directors of the Parent.

     

    ARTICLE
7

     

    COVENANTS
OF PARENT AND THE COMPANY

     

    7.1.         Notices of Certain
Events.  The Company and Parent shall promptly notify the other
party of:

     

    (a)           any
notice or other communication from any Person alleging that the consent of such
Person is or may be required in connection with the transactions contemplated by
this Agreement;

     

    (b)           any
notice or other communication from any governmental or regulatory agency in
connection with the transactions contemplated by this Agreement;
and

     

    (c)           any
actions, suits, claims, investigations or proceedings commenced or, to its
knowledge, threatened against, relating to or involving or otherwise affecting
such party that, if pending on the date of this Agreement, would have been
required to be disclosed pursuant to Articles 3 or 4 or that relate to the
consummation of the transactions contemplated by this Agreement or any other
development causing a breach of any representation or warranty made by a party
hereunder.  Delivery of notice pursuant to this Section 7.1 shall
not limit or otherwise affect remedies available to either party
hereunder.

     

    7.2.         Reasonable Efforts. The parties further
agree to use commercially reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other transactions contemplated by this Agreement, including
(A) the obtaining of all other necessary actions or nonactions, waivers,
consents, licenses, permits, authorizations, orders and approvals from
governmental authorities and the making of all other necessary registrations and
filings, (B) the obtaining of all consents, approvals or waivers from third
parties related to or required in connection with the Merger that are necessary
to consummate the Merger and the transactions contemplated by this Agreement or
required to prevent a Material Adverse Effect on the Company from occurring
prior to or after the Effective Time, (C) the satisfaction of all
conditions precedent to the parties’ obligations hereunder, and (D) the
execution and delivery of any additional instruments necessary to consummate the
transactions contemplated by, and to fully carry out the purposes of, this
Agreement.  Notwithstanding the foregoing or any other provision of
this Agreement, nothing in this Section 7.2 shall limit a party’s right to
terminate this Agreement pursuant to Section 9.1, so long as such party has
up to then complied with its obligations under this
Section 7.2.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
8

     

    CONDITIONS
TO MERGER

     

    8.1.         Condition to Obligation of Each Party
to Effect the Merger. The respective
obligations of Parent, Merger Sub and the Company to consummate the transactions
contemplated herein are subject to the satisfaction or waiver in writing at or
prior to the Effective Time of the following conditions.

     

    (a)           No Injunctions.  No
temporary restraining order, preliminary or permanent injunction issued by any
court of competent jurisdiction preventing the consummation of the transactions
contemplated herein shall be in effect; provided, however, that each party shall
have used its commercially reasonable best efforts to prevent the entry of such
orders or injunctions and to appeal as promptly as possible any such orders or
injunctions and to appeal as promptly as possible any such orders or injunctions
that may be entered.

     

    (b)           Company Shareholder
Approval.  This Agreement and the Merger shall have been
approved and adopted by the requisite vote of the Company and the Company’s
shareholders in accordance with the Company’s Articles of Incorporation and the
NRS.

     

    8.2.         Additional Conditions to Obligations
of Parent and Merger Sub.  The obligations of Parent and the
Merger Sub to consummate the transactions contemplated herein are also subject
to the satisfaction or waiver in writing at or prior to the Effective Time of
the following conditions.

     

    (a)           Representations and
Warranties.  The representations and warranties of the Company
contained in this Agreement shall be true and correct on and as of the Effective
Time with the same force and effect as if made on and as of the Effective
Time.

     

    (b)           Agreements and
Covenants.  The Company shall have performed or complied with
all agreements and covenants required by this Agreement to be performed or
complied with by them on or prior to the Effective Time.

     

    (c)           Consents
Obtained.  All consents, waivers, approvals, authorizations or
orders required to be obtained, and all filings required to be made, by the
Company for the authorization, execution and delivery of this Agreement and the
consummation by it of the transactions contemplated hereby shall have been
obtained and made by the Company except for such consents, waivers, approvals,
authorizations and orders, which if not obtained, and such filings, which if not
made, would not be reasonably likely to have a Material Adverse Effect on the
Company or the Surviving Corporation.

     

    (d)           Absence of Material Adverse
Effect.  Since the date of the this Agreement, there shall not
have been any Material Adverse Effect on the Company, other than any change that
shall result from general economic conditions or conditions generally affecting
the industry in which the Company conducts operations.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    8.3.         Additional Conditions to Obligations
of the Company.  The obligations of the Company to consummate
the transactions contemplated herein are also subject to the satisfaction or
waiver in writing at or prior to the Effective Time of the following
conditions.

     

    (a)           Representations and
Warranties.  The representations and warranties of Parent and
Merger Sub contained in this Agreement shall be true and correct in all respects
on and as of the Effective Time, with the same force and effect as if made on
and as of the Effective Time.

     

    (b)           Agreements and
Covenants.  Parent and Merger Sub shall have performed or
complied with all agreements and covenants required by this Agreement to be
performed or complied with by them on or prior to the Closing.

     

    ARTICLE
9

     

    TERMINATION

     

    9.1.         Termination.  This
Agreement may be terminated at any time prior to the Effective Time, whether
before or after approval of the Merger by the shareholders of the
Company:

     

    (a)           by
mutual written agreement duly authorized by the Boards of Directors of the
Company and Parent;

     

    (b)           by
either party, if the other party has breached any representation, warranty,
covenant or agreement of such other party set forth in this Agreement and such
breach has resulted or can reasonably be expected to result in a Material
Adverse Effect on the Company or would prevent or materially delay the
consummation of the Merger;

     

    (c)           by
either party if the required approval of the shareholders of the Company shall
not have been obtained by reason of the failure to obtain the required vote;
or

     

    (d)           by
either party, if a permanent injunction or other order by any Federal or state
court which would make illegal or otherwise restrain or prohibit the
consummation of the Merger shall have been issued and shall have become final
and nonappealable.

     

    9.2.         Notice of
Termination.  Any termination of this Agreement under
Section 9.1 above will be effective by the delivery of written notice of
the terminating party to the other party hereto.

     

    9.3.         Effect of
Termination.  In the case of any termination of this Agreement
as provided in this Section 9, this Agreement shall be of no further force
and effect and nothing herein shall relieve any party from liability for any
breach of this Agreement.

     

    ARTICLE
10

     

    SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    All
representations, warranties and covenants of the parties contained in this
Agreement will remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the parties to this Agreement, until the
date that is the first anniversary of the Closing Date, whereupon such
representations, warranties and covenants will expire (except for covenants that
by their terms survive for a longer period).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
11

     

    GENERAL
PROVISIONS

     

    11.1.        Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given:  (a) upon personal delivery to the party to be
notified; (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not, then on the next business day;
(c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) two days after deposit
with a nationally recognized overnight courier, specifying two day delivery,
with written verification of receipt.  All communications shall be
sent to the parties at the following addresses or facsimile numbers specified
below (or at such other address or facsimile number for a party as shall be
designated by ten days advance written notice to the other parties
hereto):

     

    
      	
            	
              (a)

            	
              If
      to Parent or Merger Sub:

            


    

     

    Drayton
Harbor Resources, Inc.

    104
Swallow Hill Drive

    Barnstable,
MA 02630

    Attn:
President

    Ph:
508-362-4420

    Fax:
508-362-4420

     

    
      	
            	
              (b)

            	
              If
      to the Company:

            


    

     

    LED
Power, Inc.

    711
Osborne Street

    Vista,
CA  92084

    Attn:
President

    Ph:  619-246-2495

     

    11.2.        Amendment.  To the
extent permitted by Law, this Agreement may be amended by a subsequent writing
signed by each of the parties upon the approval of the Boards of Directors of
each of the parties, whether before or after any shareholder approval of the
issuance of the Merger Consideration has been obtained; provided, that after any
such approval by the holders of Shares, there shall be made no amendment that
pursuant to the NRS requires further approval by such shareholders without the
further approval of such shareholders.

     

    11.3.        Waiver.  At any time
prior to the Closing, any party hereto may with respect to any other party
hereto (a) extend the time for performance of any of the obligations or
other acts, (b) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto, or
(c) waive compliance with any of the agreements or conditions contained
herein.  Any such extension or waiver shall be valid if set forth in
an instrument in writing signed by the party or parties to be bound
thereby.

     

    11.4.        Failure or Indulgence Not Waiver;
Remedies Cumulative.  No failure or delay on the part of any
party hereto in the exercise of any right hereunder shall impair such right or
be construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other rights.  Except as otherwise provided hereunder, all rights and
remedies existing under this Agreement are cumulative to, and not exclusive of,
any rights or remedies otherwise available.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    11.5.        Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

     

    11.6.        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 conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner adverse to any party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible, in a mutually acceptable manner, to the end that transactions
contemplated hereby are fulfilled to the extent possible.

     

    11.7.        Entire
Agreement.  This Agreement and the exhibits and schedules
attached hereto and thereto and the certificates referenced herein, constitutes
the entire agreement and supersedes all prior agreements and undertakings both
oral and written, among the parties, or any of them, with respect to the subject
matter hereof and, except as otherwise expressly provided herein.

     

    11.8.        Assignment.  No
party may assign this Agreement or assign its respective rights or delegate
their duties (by operation of Law or otherwise), without the prior written
consent of the other party.  This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.

     

    11.9.        Parties In
Interest.  This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other Person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement, including, without limitation, by way of subrogation.

     

    11.10.        Governing Law.  This
Agreement will be governed by, and construed and enforced in accordance with the
laws of the State of Nevada as applied to contracts that are executed and
performed in Nevada, without regard to the principles of conflicts of law
thereof.

     

    11.11.        Counterparts.  This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.  This Agreement shall become effective when
counterparts have been signed by each of the parties and delivered by facsimile
or other means to the other party.  Any party who delivers a signature
page via facsimile agrees to later deliver an original counterpart to all other
parties.

     

    


     

    [Remainder of Page Intentionally Left
Blank; Signature Page to Follow]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have caused this Agreement and Plan of Merger to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

     

    
      
        	 	DRAYTON HARBOR RESOURCES,
      INC., a Nevada corporation	 
	 	 	 
	 	 	 	 
	 	
                By:
      

              	 
      	 
	 	Name:
      	John
      Lennon	 
	 	Title:  	President	 
	 	 	 	 


      

    

     

     

    
      
        
          	 	DRAYTON ACQUISITION SUB,
      INC., a Nevada corporation	 
	 	 	 
	 	 	 	 
	 	
                  By:
      

                	 
      	 
	 	Name:
      	John
      Lennon	 
	 	Title:  	Director	 
	 	 	 	 


        

      

       

       

    

    
      
        
          	 	LED POWER, INC., a
      Nevada corporation	 
	 	 	 
	 	 	 	 
	 	
                  By:
      

                	 
      	 
	 	Name:
      	Robert
      Jennings	 
	 	Title:  	President	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
A

     

    CERTAIN
DEFINITIONS

     

    The
following terms, as used in the Purchase Agreement, have the following
meanings:

     

    “Affiliate” shall mean
with respect to any Person, any individual, corporation, partnership, firm,
joint venture, limited liability company, association, joint-stock company,
trust, unincorporated organization or Governmental Entity, or other Person
directly or indirectly controlling, controlled by or under common control with
such Person, including all officers and directors of such Person.

     

    “Assets” of a Person
shall mean all of the assets, properties, businesses and rights of such Person
of every kind, nature, character and description, whether real, personal or
mixed, tangible or intangible, accrued or contingent, or otherwise relating to
or utilized in such Person’s business, directly or indirectly, in whole or in
part, whether or not carried on the books and records of such Person, and
whether or not owned in the name of such Person or any Affiliate of such Person
and wherever located.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Company Disclosure
Schedule” shall mean the written disclosure schedule delivered on or
prior to the date hereof by the Company to Parent that is arranged in paragraphs
corresponding to the numbered and lettered paragraphs corresponding to the
numbered and lettered paragraphs contained in the Agreement.

     

    “Company Stock” shall
mean the common stock of the Company.

     

    “Contract” means any
written or oral agreement, arrangement, commitment, contract, indenture,
instrument, lease, obligation, plan, restriction, understanding or undertaking
of any kind or character, or other document to which any Person is a party or by
which such Person is bound or affecting such Person’s capital stock, Assets or
business.

     

    “Default” shall mean
(i) any breach or violation of or default under any Contract, Order or
Permit, (ii) any occurrence of any event that with the passage of time or
the giving of notice or both would constitute a breach or violation of or
default under any Contract, Order or Permit, or (iii) any occurrence of any
event that with or without the passage of time or the giving of notice would
give rise to a right to terminate or revoke, change the current terms of, or
renegotiate, or to accelerate, increase, or impose any liability under, any
Contract, Order or Permit.

     

    “FINRA” means
Financial Industry Regulatory Authority.

     

    “Governmental Entity”
shall mean any government or any agency, bureau, board, directorate, commission,
court, department, official, political subdivision, tribunal, or other
instrumentality of any government, whether federal, state or local, domestic or
foreign.

     

    “Intellectual
Property” shall mean all rights, privileges and priorities provided under
applicable Law relating to intellectual property, whether registered or
unregistered, including without limitation all (i) (a) inventions,
discoveries, processes, formulae, designs, methods, techniques, procedures,
concepts, developments, technology, mask works, new and useful improvements
thereof and know-how relating thereto, whether or not patented or eligible for
patent protection; (b) copyrights and copyrightable works, including
computer applications, programs, products, Software, databases and related
items; (c) trademarks, service marks, trade names, brand names, product
names, corporate names, logos and trade dress, the goodwill of any business
symbolized thereby, and all common-law rights relating thereto; and
(d) trade secrets, proprietary data and other confidential information; and
(ii) all registrations, applications, recordings, and licenses or other
similar agreements related to the foregoing.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    “Knowledge” means the
actual knowledge of the officers of a party, and knowledge that a reasonable
person in such capacity should have after due inquiry.

     

     “Law” shall mean any
code, law, ordinance, regulation, reporting or licensing requirement, rule, or
statute applicable to a Person or its Assets, liabilities or business, including
those promulgated, interpreted or enforced by any Regulatory
Authority.

     

    “Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect to such asset.

     

    “Material” and “Materially” for
purposes of this Agreement shall be determined in light of the facts and
circumstances of the matter in question; provided that any specific monetary
amount stated in this Agreement shall determine materiality in that
instance.

     

    “Material Adverse
Effect” means, with respect to any Person, a Material adverse effect on
the condition (financial or otherwise), business, assets, liabilities or the
reported or future results or prospects of such Person and its subsidiaries
taken as a whole.

     

    “Order” shall mean any
administrative decision or award, decree, injunction, judgment, order,
quasi-judicial decision or award, ruling, or writ of any federal, state, local
or foreign or other court, arbitrator, mediator, tribunal, administrative agency
or Regulatory Authority.

     

    “Parent Common Stock”
shall mean the common stock of the Parent.

     

    “Parent Disclosure
Schedule” shall mean the written disclosure schedule delivered on or
prior to the date hereof by Parent to the Company that is arranged in paragraphs
corresponding to the numbered and lettered paragraphs corresponding to the
numbered and lettered paragraphs contained in the Agreement.

     

    “Person” means an
individual, a corporation, a partnership, an association, a trust, a limited
liability company or any other entity or organization, including a government or
political subdivision or any agency or instrumentality thereof.

     

    “Permit” shall mean
any federal, state, local, and foreign governmental approval, authorization,
certificate, consent, easement, filing, franchise, letter of good standing,
license, notice, permit, qualification, registration or right of or from any
Governmental Entity (or any extension, modification, amendment or waiver of any
of these) to which any Person is a party or that is or may be binding upon or
inure to the benefit of any Person or its securities, Assets or business, or any
notice, statement, filing or other communication to be filed with or delivered
to any Governmental Entity.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    “Permitted Liens”
shall mean (a) Liens for taxes and assessments or governmental charges or
levies not at the time due or in respect of which the validity thereof shall
currently be contested in good faith by appropriate proceedings; (b) Liens
in respect of pledges or deposits under workers’ compensation laws or similar
legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmen’s
and similar Liens, if the obligations secured by such Liens are not then
delinquent or are being contested in good faith by appropriate proceedings; and
(c) Liens incidental to the conduct of the business of the Company which
were not incurred in connection with the borrowing of money or the obtaining of
advances or credits and which do not in the aggregate Materially detract from
the value of its property or Materially impair the use thereof in the operation
of its business.

     

    “Regulatory
Authorities” shall mean, collectively, the Federal Trade Commission, the
United States Department of Justice, and all foreign, federal, state and local
regulatory agencies and other Governmental Entities or bodies having
jurisdiction over the parties and their respective Assets, employees, businesses
and/or subsidiaries, including the FINRA and the Securities and Exchange
Commission.

     

    “Software” means and
includes all computer programs, whether in source code, object code or other
form (including without limitation any embedded in or otherwise constituting
part of a computer hardware device), algorithms, edit controls, methodologies,
applications, flow charts and any and all systems documentation (including, but
not limited to, data entry and data processing procedures, report generation and
quality control procedures), logic and designs for all programs, and file
layouts and written narratives of all procedures used in the coding or
maintenance of the foregoing.

     

    “Tax” or “Taxes” shall mean all
United States federal, state, provincial, local or foreign taxes and any other
applicable duties, levies, fees, charges and assessments that are in the nature
of a tax, including income, gross receipts, property, sales, use, license,
excise, franchise, ad valorem, value-added, transfer, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under
Section 59A of the Code), customs, capital stock, real property, personal
property, alternative or add-on minimum, estimated, social security payments,
and health taxes and any deductibles relating to wages, salaries and benefits
and payments to subcontractors, together with all interest, penalties and
additions imposed with respect to such amounts.

     

    “Third Party Software”
means Software licensed or leased to the Company or its subsidiaries by third
parties, including commonly available “shrink wrap” software copyrighted by
third parties.

     

    “Transaction
Documents” means the Agreement and any other document executed and
delivered pursuant hereto together with any exhibits or schedules to such
documents.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    NEVADA
ARTICLES OF MERGER

     

    
      
        
          
          

        

        
          Exhibit
B