AGREEMENT AND PLAN OF MERGER approved on June 3, 1998, by
East Coast Venture Capital, Inc., a business corporation organized under the
laws of the State of New York, and by its Board of Directors on said date ("East
Coast NY"), and approved on June 24, 1998 by East Coast Venture Capital, Inc., a
business corporation organized under the laws of the State of Delaware, and by
its Board of Directors on said date ("East Coast DEL").
1. East Coast NY and East Coast DEL shall pursuant to the
provisions of the New York Business Corporation Law and the provisions of the
laws of the jurisdiction of organization of East Coast DEL, be merged with and
into a single corporation, to wit, East Coast DEL, which shall be the surviving
corporation upon the effective date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and which shall continue
to exist as said surviving corporation under its present name pursuant to the
provisions of the laws of the jurisdiction of its organization. The separate
existence of East Coast NY, which is sometimes hereinafter referred to as the
"terminating corporation", shall cease upon the effective date of the merger in
accordance with the provisions of the New York Business Corporation Law.
2. The certificate of incorporation of the surviving
corporation upon the effective date of the merger in the jurisdiction of its
organization shall be the certificate of incorporation of said surviving
corporation; and said certificate of incorporation shall continue in full force
and effect until amended and changed in the manner prescribed by the provisions
of the laws of the jurisdiction of organization of the surviving corporation.
3. The by-laws of the surviving corporation upon the
effective date of the merger in the jurisdiction of its organization will be the
by-laws of said surviving corporation and will continue in full force and effect
until changed, altered, or amended as therein provided and in the manner
prescribed by the provisions of the laws of the jurisdiction of its
organization.
4. The directors and officers in office of the surviving
corporation upon the effective date of the merger in the jurisdiction of its
organization shall be the members of the first Board of Directors and the first
officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. The number of outstanding shares of the terminating
corporation is 5,701,545 shares, all of which are of one class and are common
shares and all of which are entitled to vote. There are no outstanding shares of
the surviving corporation.
Each issued share of the terminating corporation shall,
upon the effective date of the merger, be converted into one (1) share of the
surviving corporation. The issued shares of the surviving corporation shall not
be converted in any manner, but each said share which is issued as of the
effective date of the merger shall continue to represent one issued share of the
surviving corporation.
6. The Agreement and Plan of Merger herein made and approved
shall be submitted to the shareholders of the terminating corporation for their
approval or rejection in the manner prescribed by the provisions of the New York
Business Corporation Law, and the merger of the terminating corporation with and
into the surviving corporation shall be authorized in the manner prescribed by
the laws of the jurisdiction of organization of the surviving corporation.
7. In the event that the Agreement and Plan of Merger shall
have been approved by the shareholders entitled to vote of the terminating
corporation in the manner prescribed by the provisions of the New York Business
Corporation Law, and in the event that the merger of the terminating corporation
with and into the surviving corporation shall have been duly authorized in
compliance with the laws of the jurisdiction of organization of the surviving
corporation, the terminating corporation and the surviving corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of New York and of the
State of Delaware, and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the
terminating corporation and of the surviving corporation, respectively, are
hereby authorized, empowered and directed to do any and all things, and to make,
execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement and Plan of Merger or
of the merger herein provided for.
9. The effective date in the State of New York of the merger
herein provided for shall be the date of filing of the Certificate of Merger.
IN WITNESS WHEREOF, each of the constituent corporations
are executing this Agreement and Plan of Merger as of the day of June, 1998.
EAST COAST VENTURE CAPITAL, INC.
(NEW YORK)
By: /s/ XXXXXX XXXXXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
EAST COAST VENTURE CAPITAL, INC.
(DELAWARE)
By: /s/ XXXXXX XXXXXXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: President
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