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Agreement and Plan of Merger

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ARTICLE I	THE MERGER
Section 1.1		The Merger
Section 1.2		Effective Time
Section 1.3		Closing
Section 1.4		Effects of the Merger
Section 1.5		The Articles of Incorporation
Section 1.6		The By-Laws
Section 1.7		Directors of Surviving Corporation
Section 1.8		Officers of Surviving Corporation
ARTICLE II	EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES
Section 2.1		Conversion of Capital Stock
Section 2.2		Delivery of Stock Consideration and Special Cash Consideration
Section 2.3		Delivery of Employee Consideration
Section 2.4		Withholding Rights
Section 2.5		Treatment of Stock Options and Warrants
Section 2.6		Dissenters Rights
Section 2.7		Adjustment Amount
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Section 3.1		Organization and Qualification; Subsidiaries
Section 3.2		Articles of Incorporation and By-Laws
Section 3.3		Capitalization
Section 3.4		Authority
Section 3.5		No Conflict
Section 3.6		Required Filings and Consents
Section 3.7		Permits; Compliance with Law
Section 3.8		Financial Statements
Section 3.9		Absence of Certain Changes or Events
Section 3.10		Employees
Section 3.11		Employee Benefit Plans; Employee Relations

Section 3.12		Contracts
Section 3.13		Litigation
Section 3.14		Environmental Matters
Section 3.15		Intellectual Property
Section 3.16		Tax Matters
Section 3.17		Real Property
Section 3.18		Non-Competition Agreements
Section 3.19		Insurance
Section 3.20		Customers
Section 3.21		Title to Assets
Section 3.22		Brokers
Section 3.23		Certain Statutes
Section 3.24		Investment Company Act
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF HOLDERS
Section 4.1		Organization and Authorization
Section 4.2		No Violation
Section 4.3		Good Title and Ownership of Company Stock
Section 4.4		Transactions with the Company
Section 4.5		Investment Experience; Access to Information
Section 4.6		Authority
Section 4.7		Company Authority
Section 4.8		Brokers
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE PARENT, CLICK SUB AND MERGER SUB
Section 5.1		Organization and Qualification
Section 5.2		Articles of Incorporation and By-Laws
Section 5.3		Capitalization
Section 5.4		Authority
Section 5.5		No Conflict
Section 5.6		Required Filings and Consents
Section 5.7		SEC Filings; Parent Financial Statements
Section 5.8		Brokers