Exhibit 10.92
AGREEMENT AND PLAN OF MERGER
Now on this 31st day of December, 2003, Crown NorthCorp, Inc. and Royal
Investments Corp., both Delaware Corporations, pursuant to Section 251 of the
General Corporation Law of the State of Delaware, have entered into the
following Agreement and Plan of Merger:
WITNESSETH that:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified; and
WHEREAS, said Crown NorthCorp, Inc. filed its Restated Certificate of
Incorporation in the office of the Secretary of State of the State of Delaware
on May 26, 1995; and
WHEREAS, said Royal Investments Corp. filed its Certificate of
Incorporation in the office of the Secretary of State of the State of Delaware
on November 21, 1995;
NOW THEREFORE, the corporations, parties to this Agreement, by and
between their respective Boards of Directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained, do hereby prescribe
the terms and conditions of said merger and of carrying the same into effect as
follows:
FIRST: Royal Investments Corp. hereby merges into and said Royal
Investments Corp. shall be and hereby is merged into Crown NorthCorp, Inc.,
which shall be the surviving corporation.
SECOND: The Restated Certificate of Incorporation of Crown NorthCorp,
Inc., as in effect on the date of the merger provided for in this Agreement,
shall continue in full force and effect as the Certificate of Incorporation of
the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of each of the
constituent corporations shall be as follows: The common stock of Crown
NorthCorp, Inc. will first undergo a 1:100 reverse split and a 10:1 forward
split. Second, all holders of Crown NorthCorp, Inc.'s preferred stock will
convert that stock to common stock. Finally, the stock of Royal Investments
Corp., consisting of common stock only, shall be converted 12,000,000 shares of
common stock of Crown NorthCorp, Inc., the surviving corporation.
FOURTH: the merger shall become effective upon filing with the
Secretary of State of Delaware.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
authority duly given by their respective Boards of Directors, have caused these
presents to be executed by an authorized officer of each party hereto.
CROWN NORTHCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Secretary
ROYAL INVESTMENTS CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
