PLAN OF CONVERSION OF TRICORD HURRICANE PRODUCTS LLC (the Constituent Entity) AND TRICORD HURRICANE PRODUCTS, INC. (the Resulting Entity)
Exhibit 2.2
PLAN
OF CONVERSION
OF
TRICORD
HURRICANE PRODUCTS LLC
(the
Constituent Entity)
AND
TRICORD
HURRICANE PRODUCTS, INC.
(the
Resulting Entity)
This PLAN
OF CONVERSION is entered into by and between TriCord Hurricane Products, LLC, a
Florida limited liability company (the “Constituent Entity”) having
an office address at 0000 X. 00xx Xxxxxx,
Xxxxx, Xxxxxxxx, and TriCord Hurricane Products, Inc., a Florida
corporation (the “Resulting
Entity”) having an office address at 0000 X. 00xx Xxxxxx,
Xxxxx, Xxxxxxxx.
I.
PLAN OF
CONVERSION
A.
Adoption
of Plan. In
consideration for the mutual promises, covenants, and agreements herein, the
Constituent Entity and the Resulting Entity hereby adopt a PLAN OF CONVERSION
pursuant to the provisions of s. 607.1115 of the Florida statutes, as
follows:
1.
The Constituent Entity shall be converted into the Resulting Entity, to exist as
a corporation and be governed by the laws of the State of Florida under the name
of TriCord Hurricane Products, Inc.
2.
The Resulting Entity is a continuation of the existence of the Constituent
Entity.
3.
The title to all property owned by the Constituent Entity is vested in the
Resulting Entity without reversion or impairment, and shall be subject to all of
the debts and liabilities of the Constituent Entity, in the same manner as if
the Resulting Entity had itself incurred them.
4.
A proceeding pending against the Constituent Entity may be continued as
if the conversion had not occurred or the Resulting Entity may be substituted in
the proceeding for the Constituent Entity.
5.
The membership and managing members of the Constituent Entity will convert their
interests for common stock in the Resulting Entity. The percentage of
common stock acquired in the conversion for such interests shall be as set forth
in Schedule “A,” Schedule of Common Stock Acquired in
Conversion, which is attached hereto and incorporated
herein by reference.
The stock ownership shown in Exhibit “A,” constitutes all of the outstanding
shares of common stock in the Resulting Entity.
B.
Effective
Date. The
effective date of the conversion shall be the date of filing of the Certificate
of Conversion with the Office of the Florida Secretary of State.
II.
FURTHER ASSIGNMENTS AND
ASSURANCES
If at any
time the Resulting Entity shall consider or be advised that any further
assignments or assurances in law are necessary to vest or perfect or to confirm
of record in the Resulting Entity the title to any property or gifts of the
Constituent Entity, or otherwise carry out the provisions hereof, the managing
member of the Constituent Entity, as of the effective date of the conversion,
shall execute and deliver all proper deeds, assignments, confirmations, and
assurances in law, and do all acts proper to vest, perfect, and confirm title to
such property or rights in the Resulting Entity, and otherwise carry out the
provisions hereof.
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III.
CONVERSION OF
INTERESTS
A.
Conversion
of Membership and Managing Member Interests to Common Stock. Pursuant to the PLAN
OF CONVERSION described in Article I above, on the effective date of this PLAN
OF CONVERSION, all of the membership and managing member interests in the
Constituent Entity shall be converted to common stock in the Resulting Entity as
set forth in Schedule “A.” The shares issued as a
result of this conversion shall be considered for all purposes to be the same
ownership interest as the interests from which they are derived.
B.
Common
Stock in the Resulting Entity. The shares of common stock in the
Resulting Entity acquired hereunder shall be subject to the terms and conditions
of the Articles of
Incorporation and
Bylaws governing the operation and management
of the Resulting Entity, executed by all necessary persons of the Resulting
Entity of even date herewith.
IV.
ARTICLES OF
INCORPORATION
The Articles of
Incorporation of the
Resulting Entity shall be filed on the effective date of the conversion, and
together with the Bylaws of the Resulting Entity shall
constitute the constituent documents of the Resulting
Entity.
V.
EXPENSES
VI.
MISCELLANEOUS
A.
Notices.
Any notices, requests, demands, or other communications required or permitted to
be given by law or by the terms of this PLAN OF CONVERSION shall be in writing
and shall be considered given (1) upon personal service of a copy on the party
to be served, or (2) forty-eight (48) hours after the mailing of such notice by
certified or registered mail, postage prepaid, receipt for delivery requested,
addressed to the party to be served and properly deposited in the United States
mail. Notices shall be given to the parties at the addresses listed in
this PLAN OF CONVERSION. Any change in the address of any party shall be
given by the parties having such change to the other parties in the manner
provided above. Thereafter all notices shall be given in accordance with
the notice of change of address. Notices given before actual receipt of
the notice of change of address shall not be invalidated by the change of
address.
B.
Counterpart
Executions. This PLAN OF CONVERSION may be executed in any number
of counterparts, each of which shall be deemed an original.
C.
Controlling
Law. The validity, interpretation, and performance of this PLAN OF
CONVERSION shall be controlled by and construed under the laws of the State of
New York as existing from time to time.
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D.
Attorneys'
Fees. If any party brings any action or proceeding to enforce,
protect, or establish any right or remedy under the PLAN OF CONVERSION, the
prevailing party shall be entitled to recover reasonable attorneys' fees and
costs.
E.
Binding
Effect. This PLAN OF CONVERSION shall be binding upon and shall
inure to the benefit and detriment of the parties hereto and their respective
personal representatives, heirs, successors, and assigns.
Dated
this 19th day of November, 2007
| CONSTITUENT ENTITY | RESULTING ENTITY |
| TRICORD HURRICANE HOLDINGS, LLC, | TRICORD HURRICANE HOLDINGS, INC., a Florida corporation |
| a Florida limited liability company | |
| By: /s/ Xxxxxxx Xxxx | By: /s/ Xxxxxxx Xxxx |
| Xxxxxxx Xxxx | Xxxxxxx Xxxx |
| President, Managing Member |
President
|
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