EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
OF
CTPI ACQUISITION CORP.
(a Delaware corporation)
WITH AND INTO
EHOTHOUSE, INC.
(a Delaware corporation)
Agreement and Plan of Merger (the "MERGER AGREEMENT") entered
into on February 5, 2001 by eHotHouse, Inc., a business corporation of the State
of Delaware ("EHOTHOUSE"), and Change Technology Partners, Inc., a business
corporation of the State of Delaware ("CTPI"), to which a wholly-owned
subsidiary of CTPI to be named CTPI Acquisition Corp., a business corporation of
the State of Delaware ("MERGER SUB") shall become a party.
WHEREAS eHotHouse is a business corporation of the State of
Delaware; and
WHEREAS Merger Sub is a business corporation of the State of
Delaware with its registered office therein located at 000 Xxxxx XxXxxx Xxxxxxx,
Xxxx xx Xxxxx, Xxxxxx of Kent; and
WHEREAS the total number of shares of stock which CTPI has
authority to issue is 100 shares, all of which are common stock, par value $0.01
each; and
WHEREAS the General Corporation Law of the State of Delaware
permits the merger of a business corporation of the State of Delaware with and
into another business corporation of the State of Delaware; and
WHEREAS eHotHouse, CTPI and Merger Sub and the respective
Boards of Directors thereof declare it advisable and to the advantage, welfare,
and best interests of said corporations and their respective stockholders to
merge Merger Sub with and into eHotHouse pursuant to the provisions of the
Business Corporation Act of the State of Delaware upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto, being thereunto duly entered into by
eHotHouse, CTPI and Merger Sub, the Merger Agreement and the terms and
conditions thereof and the mode of carrying the same into effect, together with
any provisions required or permitted to be set forth therein, are hereby
determined and agreed upon as hereinafter in this Merger Agreement set forth.
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1. eHotHouse and Merger Sub shall, pursuant to the
provisions of the Business Corporation Act of the State of Delaware, be merged
with and into a single corporation, to wit, eHotHouse, which shall be the
surviving corporation from and after the effective time 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 General Corporation Law of the State of
Delaware.
2. The present Certificate of Incorporation of Merger
Sub will be the Certificate of Incorporation of the surviving corporation until
changed, altered or amended in the manner prescribed by the provisions of the
General Corporation Law of the State of Delaware.
3. The present by-laws of Merger Sub will be the by-laws
of the 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 General Corporation Law of the State of Delaware.
4. The directors and officers in office of Merger Sub at
the effective time of the merger 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.
5.1 Each share of Class A Common Stock of eHotHouse
issued and outstanding immediately prior to the effective time of the merger
("EFFECTIVE TIME") shall, at the Effective Time, and without any action on the
part of the holder thereof, be converted into the right to receive either (a)
1.44385 shares of CTPI's Common Stock, or (b) 2.165775 dollars; PROVIDED, that
the holders of shares of Class A Common Stock of eHotHouse may only receive, in
the aggregate, up to $400,000 in cash in exchange for their shares. If holders,
in the aggregate, elect to receive cash in excess of $400,000, the cash will be
divided pro rata amongst those holders that so elect.
5.2 Each share of Class B Common Stock of eHotHouse
issued and outstanding immediately prior to the Effective Time shall, and
without any action on the part of the holder thereof, be converted into the
right to receive one (1) share of CTPI's Common Stock.
5.3 Each share of Series A Convertible Preferred Stock,
par value $.01 per share of eHotHouse issued and outstanding immediately prior
to the Effective Time shall, at the Effective Time and without any action on the
part of the holder thereof, be canceled and rendered null and void.
6. In the event that this Merger Agreement shall have
been fully approved and adopted upon behalf of the terminating corporation and
upon behalf of the surviving corporation in accordance with the provisions of
the General Corporation Law of the State of Delaware, the said corporations
agree that they will cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of Delaware, and that they will
cause to be performed all necessary acts within the State of Delaware and
elsewhere to effectuate the merger herein provided for.
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7. The Board of Directors and the proper officers of the
terminating corporation and of the surviving corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file, and 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 Merger Agreement or of the merger herein
provided for.
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IN WITNESS WHEREOF, this Agreement and Plan of Merger is
hereby executed upon behalf of each of the constituent corporations parties
thereto.
Dated: as of February 5, 2001
EHOTHOUSE, INC.
By: /s/ Xxxxxxx Xxxx
---------------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer and
President
CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Xxxxxxxx Xxxxxxxxx
---------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Managing Director
The undersigned hereby joins and becomes a party to this Agreement and Plan of
Merger as of February 6, 2001.
CTPI ACQUISITION CORP.
By: /s/ Xxxxxx Xxxxxxxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxxxxxxx
Title: Executive Vice President and
Chief Operating Officer
