EX-2.2
from 8-K
7 pages
August 15, 2012 Edward W. Withrow III Parallax Diagnostics, Inc. 2 Canal Park 5th Floor Cambridge, Ma 02141 Attention: Gardner Williams President, Chairman Edward W. Withrow III Chairman Re: “Amended Letter of Intent for the Exchange of Shares of Endeavor Power Corp. a Nevada Corporation (“Edvp” or the “Company”), for All of the Issued and Outstanding Shares of Parallax Diagnostics, Inc a Nevada Corporation, (“PRLX”)”
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EX-2.1
from 8-K
56 pages
The Securities to Which This Agreement and Plan of Merger Relates Have Not Been Registered With the Securities and Exchange Commission or the Securities Commission of Any State, and Will Be Issued in Reliance Upon an Exemption From Registration Under the Securities Act of 1933, as Amended (The “1933 Act”), And, Accordingly, May Not Be Offered or Sold Except Pursuant to an Effective Registration Statement Under the 1933 Act or Pursuant to an Available Exemption From, or in a Transaction Not Subject To, the Registration Requirements of the 1933 Act and in Accordance With Applicable State Securities Laws. Agreement and Plan of Merger This Agreement and Plan of Merger Is Made Effective as of the 1st of November 2012 Among: Endeavor Power Corp., a Nevada Corporation (“Edvp”) And: Parallax Diagnostics, Inc., a Nevada Corporation (“PRLX”) And: Endeavor Scientific Holdings, Ltd., a Nevada Corporation (“Edvp Sub”) And: Parallax Shareholders, a Majority of the Parallax Diagnostics, Inc. Shareholders (“PRLX Shareholders”) Whereas
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