AGREEMENT AND PLAN OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger adopted by Candeub, Fleissig & Associates, Inc., a business
corporation organized under the laws of the State of Delaware, by resolution of its Board of
Directors on July 26, 2004, and adopted by Espre Solutions, Inc., a business corporation organized
under the laws of Texas, by resolution of its Board of Directors on July 26, 2004. The names of
the corporations planning to merge are Candeub, Fleissig & Associates, Inc., a business corporation
organized under the laws of the State of Delaware and Espre Solutions, Inc., a business corporation
organized under the laws of Texas. The name of the surviving corporation into which Espre
Solutions, Inc., a Texas corporation, plans to merge is Candeub, Fleissig & Associates, Inc., a
Delaware corporation.
1. Candeub, Fleissig & Associates, Inc., a Delaware corporation, and Espre Solutions, Inc., a
Texas corporation, shall, pursuant to the provisions of the Delaware General Corporation Law and
pursuant to the provisions of the jurisdiction or organization of Espre Solutions, Inc., a Texas
corporation, be merged with and into a single corporation, to wit, Candeub, Fleissig & Associates,
Inc., a Delaware corporation, which shall be the surviving corporation at the effective time and
date of the merger and which is sometimes hereinafter referred to as
the Asurviving corporation,@ and which shall continue to exist as said surviving corporation under Candeub,
Fleissig & Associates, Inc., pursuant to the provisions of the laws of the jurisdiction of its
organization. The separate existence of Espre Solutions, Inc., a Texas corporation, which is
sometimes hereinafter referred to as the Anon-surviving corporation,@ shall cease at
the effective time and date of the merger in accordance with the provisions of the Texas Business
Corporation Act.
2. The present Articles of Incorporation of the surviving corporation shall be the Articles of
Incorporation of said surviving corporation and said Articles of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the provisions of the
laws of the jurisdiction of organization of the surviving corporation.
3. The present bylaws of the surviving corporation will be the bylaws of said 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 laws of the jurisdiction of
organization of the surviving corporation.
4. The directors and officers in office of the surviving corporation at the effective time and
date of the merger shall be the members of the Board of Directors and the officers of the surviving
corporation, all of whom shall hold their respective offices until the election and qualification
of their respective successors or until their tenure is otherwise terminated in accordance with the
bylaws of the surviving corporation.
1 of 3
5. Each issued share of the non-surviving corporation immediately before the effective time
and date of the merger shall be converted as follows:
Seven Million Four Hundred Thousand (7,400,000) shares held by the shareholders (other than
Financial Freedom Home Buyers, Inc., a Florida corporation) of the non-surviving corporation shall
be converted into 9,686,500 shares of the surviving corporation and 2,600,000 shares held by
Financial Freedom Home Buyers, Inc., a Florida corporation, shall be converted into 3,403,365
shares of common stock of the surviving corporation. The issued shares of the surviving
corporation shall not be converted or exchanged in any manner, but each said share which is issued
at the effective time and date of the merger shall continue to represent one issued share of the
surviving corporation.
6. The Agreement and Plan of Merger herein made and approved shall be submitted to the
shareholders of the non-surviving corporation and to the shareholders of the surviving corporation
for their approval or rejection in the manner prescribed by the provisions of the Texas Business
Corporation Act and of the laws of the jurisdiction of organization of the surviving corporation.
7. In the event that the Agreement and Plan of Merger shall have been approved by the
shareholders entitled to vote of the non-surviving corporation and by the shareholders entitled to
vote of the surviving corporation in the manner prescribed by the provisions of the Texas Business
Corporation Act and of the laws of the jurisdiction of organization of the surviving corporation,
the non-surviving corporation and the surviving corporation hereby stipulate that they will cause
to be executed and filed and/or recorded any document or documents prescribed by the laws of the
State of Texas and by the laws of the jurisdiction of organization of the surviving corporation and
that they will cause to be performed all necessary acts therein and elsewhere to effectuate the
merger.
8. The Board of Directors and the proper officers of the non-surviving corporation and the
Board of Directors and the proper officers of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file, and/or 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 Agreement and Plan of Merger or of the merger herein provided for.
9. The surviving corporation will be responsible for the payment of all fees and franchise
taxes required by law of the surviving corporation and the non-surviving corporation, and the
surviving corporation will be obligated to pay such fees and franchise taxes if the same are not
timely paid by the non-surviving corporation.
2 of 3
| Executed on July 26, 2004 | CANDEUB, FLEISSIG &
ASSOCIATES, a Delaware corporation |
|||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx, President | ||||
| ESPRE SOLUTIONS, INC., a
Texas corporation |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Xxxxx Xxxxxx, President | ||||
3 of 3
