PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE CORPORATION
PLAN
AND AGREEMENT OF MERGER
OF
FOREIGN CORPORATION INTO DELAWARE CORPORATION
AGREEMENT
OF MERGER made this 4th day of October, 2006, between Nice Cars, Inc., a Georgia
Corporation (the “Georgia Corporation”), and Nice Cars Operations AcquisitionCo,
Inc., a Delaware Corporation (the “Delaware Corporation”).
WHEREAS,
the Delaware Corporation has an authorized capital stock consisting of 100
shares of common stock, par value $.01 per share (the "Common Stock") of
which one
hundred (100) shares have been validly
issued, fully paid, are nonassessable and
are
now outstanding;
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[Signature
Page Follows]
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NICE CARS, INC. | |||
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By: /s/ Xxxxxxx Xxxx | |||
Name:
Xxxxxxx
Xxxx
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Title: President
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NICE CARS OPERATIONS ACQUISITIONCO, INC. | |||
By: /s/ Xxxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxx |
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Title:
Corporate
Secretary
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