EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 22nd, 2004 • Seven Ventures Inc • Blank checks • Minnesota
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF SEVEN VENTURES, INC.Seven Ventures Inc • June 22nd, 2004 • Blank checks • Minnesota
FORM OF CONVERTIBLE PROMISSORY NOTESeven Ventures Inc • June 22nd, 2004 • Blank checks
-------------------------------------------------------------------------------- THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE OFFERING OF THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REVIEWED OR APPROVED BY ANY STATE'S SECURITIES ADMINISTRATOR. THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE BORROWER STATING THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS. THIS SECURITY AND THE SECURITIES RECEIVABLE UPON THE CONVERSION HEREOF ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN HEREIN. ----
AGREEMENTSecurity Agreement • June 22nd, 2004 • Seven Ventures Inc • Blank checks • Minnesota
RECITALSChex Guarantee Security Agreement • June 22nd, 2004 • Seven Ventures Inc • Blank checks • Minnesota
RECITALSGuaranty Agreement • June 22nd, 2004 • Seven Ventures Inc • Blank checks • Minnesota
RECITALSChex Note Security Agreement • June 22nd, 2004 • Seven Ventures Inc • Blank checks • Minnesota
