EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF TOLLYCRAFT YACHT CORPORATION, A MINNESOTA CORPORATION, AND TOLLYCRAFT YACHT CORPORATION, A NEVADA CORPORATION, THIS AGREEMENT dated as of December 29, 1996, (the "Agreement") is between Tollycraft...Merger Agreement • February 20th, 1997 • Tollycraft Yacht Corp • Ship & boat building & repairing
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND EXCHANGE OF TOLLYCRAFT YACHT CORPORATION, A MINNESOTA CORPORATION, AND TOLLYCRAFT YACHT CORPORATION, A NEVADA CORPORATION, THIS AGREEMENT dated as of December 29, 1996, (the "Agreement") is between Tollycraft Yacht Corporation, a Nevada corporation ("Tollycraft-Nevada") and Tollycraft Yacht Corporation, a Minnesota corporation ("Tollycraft-Minnesota"). Tollycraft-Nevada and Tollycraft-Minnesota are sometimes referred to herein as the "Constituent Corporations." R E C I T A L S A. Tollycraft-Nevada is a corporation duly organized and existing under the laws of the State of Nevada and has an authorized capital stock of 5,000,000 shares of Preferred Stock and 50,000,000 shares of Common Stock, $.001 par value per share. As of December 29, 1996, 1,000 shares of Common Stock were issued and outstanding, all of which were held by Tollycraft-Minnesota. No shares of Preferred Stock are outstanding. B. Tollycraft-Minnesota is a corporation duly organiz
