EXCHANGE AGREEMENT PLAN OF EXCHANGE BETWEEN Convention All Holdings Incorporated AND Convention All Services, Inc.
Exhibit
2
PLAN
OF EXCHANGE BETWEEN
Convention
All Holdings Incorporated
AND
Convention
All Services, Inc.
THIS
PLAN
OF EXCHANGE ("plan") dated as of August 7, 2006, adopted and made by and between
Convention All Holdings Incorporated, a Delaware corporation having its
registered office at 00000 Xxxx Xx., Xxxxxxxxxx, XX 00000 ("acquiring
corporation"), and Convention All Services, Inc., an Illinois corporation having
its registered office at 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 ("acquired
corporation").
WITNESSETH:
WHEREAS,
acquiring corporation is a corporation organized and existing under the laws
of
the state of Delaware, the authorized capital stock of which consists of
1,000,000,000 shares of common stock ("acquiring corporation common stock"),
and
20,000,000 shares of preferred stock (“acquiring corporation preferred stock”)
of which at the date hereof 15,457,600 shares of common stock are issued and
outstanding; and
WHEREAS,
acquired corporation is a corporation organized and existing under the laws
of
the state of Illinois, the authorized capital stock of which consists of 1,000
shares of common stock ("acquired corporation common stock"), of which at the
date hereof 150 shares are issued and outstanding; and
WHEREAS,
the respective boards of directors of acquiring corporation and acquired
corporation deem the acquisition of acquired corporation common stock by
acquiring corporation, under and pursuant to the terms and conditions herein
set
forth, desirable and in the best interests of the respective corporations and
their respective shareholders, and the respective boards of directors of
acquiring corporation and acquired corporation have adopted resolutions
approving this plan and directed that this plan be submitted to the respective
shareholders of the companies;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained, the parties hereto do hereby agree as follows:
ARTICLE
I.
Exchange
Subject
to the terms and conditions of this plan, on the effective date (as defined
in
article III), acquiring corporation shall acquire all of the shares of acquired
corporation common stock pursuant to the provisions of, and with the effect
provided in, Delaware General Corporation Law (said transaction being
hereinafter referred to as the "exchange").
ARTICLE
II.
Exchange
of Shares: Fractional Share Interests
(A)
On
the effective date, each share of acquired corporation common stock outstanding
immediately prior to the effective date shall be exchanged for 103,050.66 shares
of acquiring corporation common stock.
(B)
On
the effective date, all shares of acquired corporation common stock held in
the
treasury of acquired corporation other than in a fiduciary capacity shall be
cancelled and no cash, stock, or other property shall be delivered in exchange
therefore.
(C)
On
and after the effective date, each holder of a certificate or certificates
theretofore representing outstanding shares of acquired corporation common
stock
(any such certificate being hereinafter referred to as a "certificate") may
surrender same to acquiring corporation or its agent for cancellation and each
such holder shall be entitled upon such surrender to receive in exchange
therefore certificate(s) representing the number of shares of acquiring
corporation common stock to which such holder is entitled as provided above
and
a check in an amount equal to the amount of cash, without interest, to which
such holder is entitled. Until so surrendered, each certificate shall be deemed
for all purposes to evidence ownership of the number of shares of acquiring
corporation common stock into which the shares represented by such certificates
have been exchanged as aforesaid.
(D)
Notwithstanding any other provision hereof, each holder of shares of acquired
corporation common stock who would otherwise have been entitled to receive
a
fraction of a share of acquiring corporation common stock (after taking into
account all certificates delivered by such holder) shall receive, in lieu
thereof, cash in an amount equal to such fractional part of a share of acquiring
corporation common stock multiplied by the fair market value of such common
stock. The fair market value of one share of acquiring corporation common stock
on the effective date shall be determined in good faith by the directors of
the
issuing corporation. No such holder shall be entitled to dividends, voting
rights, or any other shareholder right in respect of any fractional
shares.
(E)
Upon
the effective date, the stock transfer books of acquired corporation shall
be
closed and no transfer of acquired corporation common stock shall thereafter
be
made or recognized.
(F)
No
exchange under paragraph (A) of this article II shall be made in respect of
any
share of acquired corporation common stock as to which an acquired corporation
shareholder has elected to exercise dissenters' rights until such time as such
shareholder shall have effectively lost his or her dissenters'
rights.
ARTICLE
III.
Effective
Date of the Exchange
Articles
of exchange evidencing the transactions contemplated herein shall be delivered
to the Delaware Secretary of State for filing. The exchange shall be effective
at the time and on the date on which the Articles of Exchange are filed with
the
Delaware Secretary of State. (such date and time being herein referred to as
the
"effective date").
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ARTICLE
IV.
Further
Assurances
If
at any
time the acquiring corporation shall consider or be advised that any further
assignments, conveyances, or assurances are necessary or desirable to vest,
perfect, or confirm in the acquiring corporation title to any property or rights
of acquired corporation, or otherwise carry out the provisions hereto, the
proper officers and directors of acquired corporation as of the effective date,
and thereafter the officers of the acquiring corporation acting on behalf of
acquired corporation, shall execute and deliver any and all proper assignments,
conveyances, and assurances, and do all things necessary or desirable to vest,
perfect, or confirm title to such property or rights in acquiring corporation
and otherwise carry out the provisions hereof.
ARTICLE
V.
Miscellaneous
(A)
This
plan may be amended or supplemented at any time by mutual agreement of acquired
corporation and acquiring corporation. Any such amendment or supplement must
be
in writing and approved by their respective boards of directors.
(B)
The
headings of several articles herein are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this plan.
(C)
For
the convenience of the parties hereto and to facilitate the filing and recording
of this plan, it may be executed in several counterparts, each of which shall
be
deemed the original, but all of which together shall constitute one and the
same
instrument.
(D)
This
plan shall be governed by and construed in accordance with the laws of the
State
of Delaware applicable to agreements made and entirely to be performed in such
jurisdiction.
IN
WITNESS WHEREOF, the parties hereto have caused this plan to be executed in
counterparts by their duly authorized officers all as of the day and year first
above written.
| Convention All Holdings Incorporated | Convention All Services, Inc. | |
| /s/ Xxxxx Xxxxxxx | /s/ Xxxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Chief Executive Officer | Xxxxxx Xxxxxxx, President |
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