FILED
A504200
in the office of the Secretary of State
of the State of California
FEB 15 1998
/s/ Xxxx Xxxxx
XXXX XXXXX, SECRETARY OF STATE
AGREEMENT OF MERGER
This Agreement of Merger (the "Agreement") is entered into this 17th
day of December 1997 by and between Alpine Pictures International, Inc., a
California corporation ("APII"), and Alpine Releasing Partners L. P., a
California limited partnership ("ARPL"), with respect to the following facts:
RECITALS
A. A total of $1,138,000 of limited partnership interests was
issued by ARPL in a private placement pursuant to Rule 506 of
Regulation D of the Securities Act of 1933, as amended.
X. XXXX is the general partner of ARPL.
C. APII is a California corporation and ARPL is a California
limited partnership.
X. XXXX and ARPL desire to effect a merger with APII as the
surviving entity, pursuant to the terms and conditions at this
Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged by the parties to this Agreement,
the parties hereby agree as follows:
1. Merger of the Partnership and Corporation
APII and ARPL hereby agree to merge pursuant to Section 15678.1(b) of
the California Corporations Code, with APII as the surviving corporation.
2. Effective Date of Merger
The effective date of the Merger for all purposes will be February 15,
1998.
3. Terms of the Merger
To implement the merger, APII hereby agrees to issue one share of its
Common Stock, no par value, for each $.85 of limited partnership interests in
ARPL (the "Conversion Rate"), on the effective date of tie merger as provided in
Section 2 of this Agreement. On the effective date of the merger, APII will
issue the appropriate number of shares or its Common Stock to the limited
partners of ARPL based on the Conversion Ratio, and each limited partner of ARPL
will thereupon become a shareholder of APII. The affirmative approval of the
limited partners of ARPL having made at least 75% of the total capital
contributions to ARPL will be required in order to effectuate this merger.
Furthermore, if limited partners of ARPL having made 10% or more of the total
capital contributions to ARPL disapprove the merger (abstentions will not count
as a disapproval), then the merger will not be effectuated.
4. Governing Law
This Agreement will he governed by and construed under the laws of the
State of California.
IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written, to be effective on February 15, 1998.
APII ALPINE PICTURES INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx, President
By: /s/ Xxx Xxxxxxxx
--------------------------------
Xxx Xxxxxxxx, Secretary
ARPL: ALPINE RELEASING PARTNERS L.P.
By: /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx, President
By: /s/ Xxx Xxxxxxxx
--------------------------------
Xxx Xxxxxxxx, Secretary
