AGREEMENT AND PLAN OF MERGERMerger Agreement • May 5th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of the 2nd day of May 2005 (the “Agreement”), by and among IDENTITY, INC., a Delaware corporation with its principal place of business located at 20371 Cockerill Road, Purcellville, Virginia 20132 (“Identity”) and DANIEL R. NELSON, an individual resident of the State of Georgia with an address at 1536 32nd Street Columbus, Georgia 31904, the stockholder of Identity (“Seller”), AIRBEE WIRELESS, INC. a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“Airbee”), and AIRBEE AUTOMOTIVE GROUP, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“SUB”), which is a direct wholly-owned subsidiary of Airbee. Identity and SUB are hereinafter sometimes collectively referred to as the “Constituent Corporations.”
Schedule 1.5 ESCROW AGREEMENTEscrow Agreement • May 5th, 2005 • Airbee Wireless, Inc. • Services-prepackaged software
THIS ESCROW AGREEMENT (“Escrow Agreement”) dated as of the 1st day of May 2005 (the “Agreement”), by and among IDENTITY, INC., a Delaware corporation with its principal place of business located at 20371 Cockerill Road, Purcellville, Virginia 20132 (“Identity”) and DANIEL R. NELSON, an individual resident of the State of Georgia with an address at 1536 32nd Street Columbus, Georgia 31904, the stockholder of Identity (“Seller”), AIRBEE WIRELESS, a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“Airbee”), and AIRBEE AUTOMOTIVE GROUP, INC., a Delaware corporation with its principal place of business located at 9400 Key West Avenue, Rockville, Maryland 20850 (“SUB”), and Adorno & Yoss, LLP, a Florida limited liability partnership with its office located at 350 East Las Olas Blvd., 17th Floor, Fort Lauderdale, FL 33301 (the “Escrow Agent”).
