AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into effective as of April 12, 2006 by and among ISSG, Inc. a Delaware corporation (the “Company”), ISSG Sub, Inc., a Florida corporation (the “Merger Sub”), and Advantage Investment Strategies, Inc. (f/k/a/ Private Asset Advisors), a Florida corporation (the “Target”).

R E C I T A L S

A.           The Target currently has 100 shares (the “Target Shares”) of common stock, $1.00 par value per share (the “Target Common Stock”) issued and outstanding, which constitute all of the issued and outstanding capital stock of the Target.

B.           The respective Boards of Directors of the Company, Merger Sub, and the Target have approved the merger (the “Merger”) of the Target into Merger Sub on the terms and subject to the conditions set forth in this Agreement, whereby each issued Company Share not owned by the Company, Merger Sub, or the Company shall be converted into the right to receive the Merger Consideration (as defined in Section 2.1(c)).

C.           For Federal income tax purposes it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”)

D.           The Company, Merger Sub, and the Target desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

It is agreed as follows:

1.1.        The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Florida Business Corporation Act (the “FBCA”), the Merger Sub shall be merged with and into the Target at the Effective Time (as defined in Section 1.3). At the Effective Time and as a result of the Merger, the separate corporate existence of the Merger Sub shall cease and the Target shall continue as the surviving entity (the “Surviving Entity”). The Merger, the payment of notes in connection with the Merger (the “Note Issuance”), the issuance by the Company of shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) in connection with the Merger (the “Share  

1

Issuance”) and the other transactions contemplated by this Agreement are referred to in this Agreement as the “Transactions.”

1.2.         Closing. The closing (the “Closing”) of the Merger shall take place at the offices of Spectrum Law Group, LLP, 1900 Main Street, Suite 125, Irvine, CA 92614 at 10:00 a.m., Pacific Standard Time, on the third (3^rd) Business Day following the satisfaction (or, to the extent permitted by any and all applicable statutes, rules, regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards, or restrictions of any governmental entity (a “Law”), waiver by the party or parties entitled to the benefits thereof) of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other place, time and date as shall be agreed in writing by the Company and the Target. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” For purposes of this Agreement, “Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the State of California are authorized by law, regulation or executive order to close.

1.3.        Effective Time. Prior to the Closing, the Company shall prepare, and on the Closing Date, the Surviving Entity shall file with the Department of State of the State of Florida, articles of merger or other appropriate documents (in any such case, the “Articles of Merger”), executed in accordance with the relevant provisions of the FBCA, and shall make all other filings or recordings required under the FBCA. The Merger shall become effective at such time as the Articles of Merger are duly filed with such Department of State on the Closing Date, or at such later time as the Company and the Target shall agree and specify in the Articles of Merger (the time the Merger becomes effective being the “Effective Time”).

1.4.        Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided herein and in the applicable provisions of the FBCA.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC