ARTICLES OF MERGERArticles of Merger • October 14th, 2011 • Crown Marketing • Finance services • Wyoming
THESE ARTICLES OF MERGER, dated as of July 9, 2010, are entered into by and between Crown Marketing, a Wyoming corporation ("Crown") and SPCL Holding Corporation, a Delaware corporation ("Holding"), to effectuate the merger of Holding with and into Crown (the "Merger"). Crown and Holding are hereinafter collectively referred to as the "Constituent Corporations." Crown is sometimes hereinafter referred to as the "Surviving Corporation." These Articles of Merger set forth the agreement of merger required by Section 252(b) of the Delaware General Corporation Law and the plan of merger required by Section 17-16-1102 of the Wyoming Business Corporation Act.
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • October 14th, 2011 • Crown Marketing • Finance services • Wyoming
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is dated July 2, 2010, and is by and between Crown Marketing, a Wyoming corporation (the “Company”) and Green4Green, a Wyoming corporation (“Green4Green”).
LOCKUP AGREEMENT dated September 1, 2011Lockup Agreement • October 14th, 2011 • Crown Marketing • Finance services
The undersigned shareholder of Crown Marketing agrees not to sell any of its shares of common stock in any amount greater than two thousand (2,000) shares per calendar month until June 30, 2013. However, this selling restriction shall be automatically cancelled if any one of the following four circumstances should occur: (a) The Company earns an aggregate total of $.10 per share of common stock (adjusted for any forward or reverse splits that may have taken place after the lockup agreement was entered into; (b) A tender offer is made for, or buyout is accepted by, the Company for a purchase price which values the company at $1.00 per share or greater, regardless of whether the offer entails cash compensation, stock exchange, debt issuance or any combination thereof; or (c) shares of Company common stock are regularly quoted at $5 per share or greater on any domestic interdealer quotation system and the Company otherwise falls outside the definition of “penny stock” pursuant to Rule 3a5
