Agreement and Plan of Merger, dated November 30, 2009, between Sierra Concepts, Inc., a Nevada corporation, and Pioneer Power Solutions, Inc., a Delaware corporation

 

AGREEMENT AND PLAN OF MERGER, dated as of November 30, 2009 (the “Agreement”), between Sierra Concepts, Inc., a Nevada corporation (the “Corporation”), and Pioneer Power Solutions, Inc., a Delaware corporation (the “Subsidiary”).

 

 

WHEREAS, the Subsidiary desires to acquire all the assets, and to assume all of the liabilities and obligations, of the Corporation by means of a merger of the Corporation with and into the Subsidiary, with the Subsidiary being the surviving corporation (the “Merger”);

 

WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Corporation;

 

WHEREAS, Section 92A.200 of the Nevada Revised Statutes (“Nevada Law”) and Section 253(c) of the Delaware General Corporation Law (the “DGCL”), authorize the merger of a Nevada corporation into a Delaware corporation;

 

WHEREAS, the Subsidiary shall be the surviving entity (the “Surviving Corporation”) and continue its existence as a Delaware corporation; and

 

WHEREAS, the stockholders and Board of Directors of both the Corporation and the Subsidiary have approved this Agreement and the consummation of the Merger.

 

NOW THEREFORE, the parties hereto hereby agree as follows:

 

ARTICLE  I

 

THE MERGER

 

SECTION 1.01. The Merger.

 

(a) At the Effective Time (as defined below), the Corporation shall be merged, the separate existence of the Corporation shall cease and the Surviving Corporation shall be the surviving entity and continue its existence as a Delaware corporation.

 

(b) The Merger shall become effective on the date that (i) the Certificate of Ownership and Merger with respect to the Merger, substantially in the form attached hereto as Exhibit A (the “Certificate of Merger”), is accepted for filing by the Office of the Secretary of State of Delaware and (ii) the Articles of Merger, substantially on the form attached hereto as Exhibit B (the “Articles of Merger”), is accepted for filing by the Secretary of State of Nevada (the “Effective Time”) and all other filings or recordings required by the Nevada Revised Statutes and the Delaware General Corporation Law in connection with the Merger are made.

 

SECTION 1.02. Merger Consideration.

 

At the Effective Time, each share of common stock, par value $0.001 per share of the Corporation which shall be issued and outstanding immediately prior to the Effective Time shall be converted into one (1) issued and outstanding share of common stock, par value $0.001 per share of the Surviving Corporation, and from and after the Effective Time, the holders of all said issued and outstanding shares of stock of the Corporation shall automatically become holders of shares of the Surviving Corporation, whether or not certificates representing said shares are then issued and delivered.

 

 

ARTICLE  II

 

THE SURVIVING CORPORATION

 

SECTION 2.01. Bylaws; Certificate of Incorporation.  The certificate of incorporation of the Subsidiary, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation unless and until thereafter amended in accordance with its terms and applicable law.  The Bylaws of the Subsidiary as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation unless and until thereafter amended in accordance with applicable law.

 

At the Effective Time the name of the Surviving Corporation shall be Pioneer Power Solutions, Inc.

 

ARTICLE  III

 

TRANSFER AND CONVEYANCE OF ASSETS

 

AND ASSUMPTION OF LIABILITIES

 

SECTION 3.01. Transfer, Conveyance and Assumption.  At the Effective Time, the Subsidiary shall continue in existence as the Surviving Corporation, and without further transfer, succeed to and possess all of the rights, privileges and powers of the Corporation, and all of the assets and property of whatever kind and character of the Corporation shall vest in the Surviving Corporation without further act or deed; thereafter, the Surviving Corporation, shall be liable for all of the liabilities and obligations of the Corporation, and any claim or judgment against the Corporation may be enforced against the Surviving Corporation in accordance with Section 92A.200 of the Nevada Law and Section 253(c) of the DGCL.

 

SECTION 3.02. Further Assurances.  If at any time the Subsidiary shall consider or be advised that any further assignment, conveyance or assurance is necessary or advisable to vest, perfect or confirm of record in the Surviving Corporation the title to any property or right of the Corporation, or otherwise to carry out the provisions hereof, the proper representatives of the Corporation as of the Effective Time shall execute and deliver any and all proper deeds, assignments, and assurances and do all things necessary or proper to vest, perfect or convey title to such property or right in the Surviving Corporation, and otherwise to carry out the provisions hereof.

 

ARTICLE  IV

 

MISCELLANEOUS

 

SECTION 4.01. Authorized Person.  David Davis, Director, President, Chief Executive Officer, Chief Financial Officer and Secretary-Treasurer of the Corporation, shall be authorized, at such time in his sole discretion as he deems appropriate to execute, acknowledge, verify, deliver, file and record, for and in the name of the Corporation any and all documents and instruments including, without limitation, the certificate of incorporation of the Surviving Corporation, the Certificate of Merger and the Articles of Merger, and shall do and perform any and all acts required by applicable law which the Surviving Corporation deems necessary or advisable, in order to effectuate the Merger.

 

 

SECTION 4.02. Survival of Representations and Warranties.  The representations and warranties and agreements contained in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement.

 

SECTION 4.03. Amendments; No Waivers.  (a)  Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Subsidiary.

 

(b) No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

SECTION 4.04. Integration.  All prior or contemporaneous agreements, contracts, promises, representations, and statements, if any, between the Subsidiary and the Corporation, or their representatives, are merged into this Agreement, and this Agreement shall constitute the entire understanding between the Subsidiary and the Corporation with respect to the subject matter hereof.

 

SECTION 4.05. Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto.

 

SECTION 4.06. Governing Law.  This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without reference to principles of conflicts of law

 

SECTION 4.07. Counterparts; Effectiveness.  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when each party hereto shall have received the counterpart hereof signed by the other party hereto.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the date first written above.

 

SIERRA CONCEPTS, INC.

a Nevada corporation

By: /s/ David Davis

Name: David Davis

Title:   President

PIONEER POWER SOLUTIONS, INC.

a Delaware corporation

By:  /s/ David Davis

Name: David Davis

Title:   President

 

 

 

 

Section 253C Parent into Subsidiary

 

 

 

 

 

 

Sierra Concepts, Inc., a corporation organized and existing under the laws of the State of Nevada,

 

 

FIRST: That it was organized as a Nevada corporation pursuant to the provisions of the Nevada Revised Statutes on September 16, 2008.

 

SECOND: That it owns 100% of the outstanding shares of the capital stock of Pioneer Power Solutions, Inc., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on November 25, 2009.

 

THIRD: That by written consent of its board of directors, dated November 30, 2009, determined to merge the corporation into said Pioneer Power Solutions, Inc., and did adopt the following resolutions:

 

RESOLVED, that this corporation, Sierra Concepts, Inc., merges itself into Pioneer Power Solutions, Inc., which corporation assumes all of the obligations of Sierra Concepts, Inc.

 

 

FURTHER RESOLVED, that the terms and conditions of the merger are as follows:

 

Upon completion of the merger, the holders of the common stock of Sierra Concepts, Inc. shall receive one (1) share of the common stock of Pioneer Power Solutions, Inc. in exchange for each share of common stock of Sierra Concepts, Inc. and shall have no further claims of any kind or nature; and all of the common stock of Pioneer Power Solutions, Inc. held by Sierra Concepts, Inc. shall be surrendered and canceled.

 

FOURTH: That this merger has been approved by the holders of at least a majority of the outstanding shares of stock of this corporation, Sierra Concepts, Inc., by written consent in lieu of a meeting of the stockholders.

 

FIFTH:                      That the name of the surviving corporation shall be Pioneer Power Solutions, Inc.

 

IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 30th day of November, 2009.