ContractAgreement and Plan of Exchange • May 5th, 2020
Contract Type FiledMay 5th, 2020<DOCUMENT> <TYPE>EX-2.1 <SEQUENCE>2 <FILENAME>w47228ex2-1.txt <DESCRIPTION>AGREEMENT AND PLAN OF EXCHANGE, DATED 07/13/00 <TEXT> <PAGE> 1 Exhibit 2.1 AGREEMENT AND PLAN OF EXCHANGE AGREEMENT AND PLAN OF EXCHANGE (the "Agreement"), dated this 13th day of July , 2000, by and between MEGA GROUP, INC., a New York corporation ("MEGA"), and SMALL BUSINESS INVESTMENT CORPORATION OF AMERICA, INC., formerly known as All American Smokorama Barbeque, Inc., an Oregon corporation ("SBICOA"). WHEREAS, MEGA and SBICOA deem it advisable and in the best interests of each that MEGA acquire all of the issued and outstanding common stock of SBICOA in exchange for newly issued shares of the common stock of MEGA (the "Share Exchange"); and WHEREAS, MEGA and SBICOA have approved and adopted this Agreement as a "plan of reorganization" within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisi