Agreement and Plan of MergerAgreement and Plan of Merger • November 4th, 2005 • Specialized Services, Inc. • Non-operating establishments • New York
AGREEMENT AND PLAN OF MERGER dated as of this 5th day of October, 2005, and effective as of October 6, 2005 (the "Agreement") among Fifth Avenue Acquisition II Corp., a Florida corporation ("Fifth Avenue"), SPECIALIZED SERVICES, INC., a Michigan corporation ("SSI") and the individual shareholders of Fifth Avenue listed in Exhibit A hereof (collectively the "Shareholders"). Whereas, SSI wishes to acquire and the Shareholders wish to transfer said the shares listed in Exhibit A, in a transaction intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Now, therefore, Fifth Avenue, SSI and the Shareholders adopt this agreement and plan of merger and agree as follows: 1. PURSHASE OF STOCK 1.1. NUMBER OF SHARES. The Shareholders agree to transfer to SSI at the Closing (defined below) the number of shares of common stock of Fifth Avenue, $.001 par value per share (the "Fifth Avenue Shares"), shown opposite
