AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG EXCEL CORPORATION ECB ACQUISITION CORP. and EXCEL BUSINESS SOLUTIONS, INC. Dated as of January 14, 2013Agreement of Merger and Plan of Reorganization • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on January 14, 2013, by and among Excel Corporation, a Delaware corporation (“Parent”), ECB Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Excel Business Solutions, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 14th day of January, 2013, by and between EXCEL CORPORATION., a Delaware corporation located at 595 Madison Avenue, Suite 1101, New York, NY 10018 (the “Corporation”), and DAVID POPKIN, an individual residing at 49 W 73rd Street, 4B, New York, NY 10023 (the “Executive”), under the following circumstances:
LOCK-UP AGREEMENTLock-Up Agreement • January 18th, 2013 • Excel Corp • Patent owners & lessors • New York
The undersigned is either (i) a director, officer or beneficial owner of a minimum of five percent (5%) of the shares of common stock, or securities convertible into or exercisable or exchangeable for common stock, of Excel Corporation, a Delaware corporation (“Parent”), or (ii) a shareholder of Excel Business Solutions, Inc., a Delaware corporation (“EBSI”) that will receive shares of Parent common stock upon consummation of the Merger (as defined below). The undersigned understands that EBSI will merge with a wholly-owned subsidiary of Parent (the “Merger”) and that Parent and EBSI will proceed with the Merger in reliance on this Letter Agreement.
