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Title: |
Agreement and Plan of Merger |
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Date: |
2005 |
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Preview shows 7KB of 153KB total |
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$52 |
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ID: |
#1437637 |
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<SEQUENCE>2
<FILENAME>ex991.txt
<DESCRIPTION>AGREEMENT AND PLAN OF MERGER
<TEXT>
AGREEMENT AND PLAN OF MERGER
by and among
ICOA, INC.,
ICOA PUBLIC SERVICES, INC.
and
LINKSPOT NETWORKS, INC.
Dated as of July , 2005
<PAGE>
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") is
entered into as of July , 2005 by and among (i) ICOA, Inc., a Nevada
corporation ("ICOA"), (ii) ICOA Public Services, Inc., a Nevada corporation
and a wholly-owned subsidiary of ICOA ("Merger Sub") and (iii) Linkspot
Networks, Inc., a Maryland corporation ("Linkspot").
RECITALS
A. ICOA owns all of the issued and outstanding shares of
capital stock of Merger Sub. ICOA was incorporated on August 31, 1983 under NRS.
ICOA is authorized to issue 800 million shares, 750 million of which are common
shares, $0.0001 par value and 50 million of which are preferred shares, $0.0001
par value. Merger Sub was incorporated on May 18, 2005 under NRS. Merger Sub is
authorized to issue 1,000 common shares, $0.01 par value. The registered agent
of ICOA and of Merger Sub in the State of Nevada is Budget Corp., 2050 Russett
Way, Carson City, NV 89703. The registered agent of Merger Sub in the State of
Maryland is CT Corporation, 300 East Lombard St., Suite 1400, Baltimore, MD
21202.
B. LinkSpot is authorized to issue 1,000,000 shares of common
stock, $0.01 par value, ("LinkSpot Common Stock") of which 127,286 shares are
issued and outstanding. LinkSpot is authorized to issue 700,000 shares of
preferred stock, $0.01 par value, designated as Series A Convertible Preferred
Stock ("LinkSpot Preferred Stock") of which 532,758 shares are issued and
outstanding.
C. ICOA, Merger Sub and LinkSpot deem it advisable and in the
best interests of their respective shareholders for Merger Sub to merge with and
into LinkSpot pursuant to the terms of this Agreement.
D. In the Merger, LinkSpot will be the surviving corporation,
the shares of LinkSpot will be converted into the right to receive consideration
in accordance with the terms hereof, and the shares of Merger Sub will be
converted into shares of Surviving Corporation (as defined).
E. It is intended that the Merger will qualify as a
reorganization under 368(a) of the Code.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which the parties hereby acknowledge, the parties
hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms As used herein, the terms below shall have the following
meanings:
"Affiliate" of a Person means any other Person which directly
or indirectly controls, is controlled by, or is under common control with, such
Person. The term "control" (including, with correlative meaning, the terms
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
1
<PAGE>
"Agreement of Merger" means the Agreement of Merger by and
between Merger Sub and LinkSpot to be filed with the Maryland and Nevada
Secretaries of State.
"Ancillary Agreements" means the Employment Agreements,
Registration Rights and Shareholder Agreement and other agreements, certificates
and documents required hereunder to consummate the Closing.
"Assets" means all of LinkSpot's right, title and interest in
and to its properties, assets and rights of any kind, whether tangible or
intangible, real or personal.
"Balance Sheet" means the balance sheet of LinkSpot as of the
Balance Sheet Date.
"Balance Sheet Date" means March 31, 2005.
"Bloomberg" means Bloomberg Financial Markets.
"Business" means the business of LinkSpot as conducted on the
date hereof.
"Closing" means the consummation of the transactions
contemplated by this Agreement on the Closing Date.
"Closing Bid Price" means the closing bid price of ICOA Common
Stock as quoted on the Principal Market (as reported by Bloomberg through its
"Volume at Price" function).
"Closing Date" means the date of this Agreement.
"Closing Place" means the offices of LinkSpot or such other
place as agreed to by the parties.
"Code" means the Internal Revenue Code of 1986.
"Consents" means any and all licenses, permits, franchises,
approvals, authorizations, consents or waivers from third parties (including
governmental authorities and parties to the Contracts) that are (i) required for
the consummation of the transactions contemplated by this Agreement or (ii)
necessary or desirable in order that ICOA and LinkSpot can conduct the Business
after the Closing Date in the same manner as before the Closing Date.
"Contracts" means all agreements, contracts, leases, purchase
orders, undertakings, covenants not to compete, employment agreements,
confidentiality agreements, licenses, instruments, obligations and commitments
to which LinkSpot is a party or by which LinkSpot or any Assets are bound,
whether written or oral, express or implied.
"Court Order" means any judgment, decision, consent decree,
injunction, ruling or order of any federal, state or local court or governmental
agency, department or authority that is binding on any Person or its property
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