Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of this
22nd
day of November, 2006,
by and between
DirectView, Inc., a
Nevada corporation
(the "Nevada
Corporation"), and GS
Carbon Corporation, a
Delaware corporation
(the "Delaware Corporation").
W I T N E S S E T H:
WHEREAS, the Nevada
Corporation is a
corporation duly organized, validly
existing and in good standing under the laws of the State of
Nevada; and
WHEREAS, the Delaware Corporation is a corporation duly organized,
validly
existing and in good standing under the laws of the State of
Delaware; and
WHEREAS, the
respective Boards of Directors of the Nevada Corporation and
the Delaware
Corporation have
determined
that, for purposes of
effecting the
reincorporation of the
Nevada Corporation in the State of Delaware, it is
advisable, to
the advantage of and in the best interests of the Delaware
Corporation and its stockholder and the Nevada Corporation and its
stockholders
that the Nevada
Corporation merge with
and into the Delaware
Corporation upon
the terms and subject to the conditions herein provided; and
WHEREAS, the parties
intend, by executing this Agreement, to adopt a plan
of reorganization within the meaning of Section 368 of the Internal
Revenue Code
of 1986, as amended (the "Code"), and to cause the merger
described herein to
qualify as a reorganization under the provisions of Section 368 of
the Code; and
WHEREAS, the
respective Boards of Directors of the Nevada Corporation and
the Delaware
Corporation and the stockholder of the Delaware Corporation have
unanimously adopted
and approved this Agreement, and the Board of Directors of
the Nevada Corporation
has directed that this Agreement be submitted to the
stockholders of the Nevada Corporation for their consideration.
NOW,
THEREFORE,
in consideration of the mutual covenants and
agreements
contained herein, and
intending to be legally bound, the Nevada Corporation and
the Delaware Corporation hereby agree as follows:
1.
Merger.
Subject to the
approval of the stockholders of the Nevada
Corporation in accordance with the applicable provisions of Chapter
92A of the Nevada Revised Statutes regarding Private Corporations (
the "Nevada Revised Statutes"), at such time hereafter as the
parties
hereto shall mutually agree, the Nevada Corporation shall be merged
with and into the Delaware Corporation (the "Merger"), and the
Delaware Corporation
shall be the surviving company (hereinafter
sometimes referred
to as the "Surviving Corporation"). The Merger
shall be effective upon (a) the filing of this Agreement together
with
Articles of Merger (the "Articles of Merger") with the office of the
Nevada Secretary of State in accordance with the applicable
provisions
of the Nevada Revised Statutes; and (b) the filing of a duly
certified
counterpart of this
Agreement and a duly executed Certificate of
Merger (the
"Certificate of
Merger") with the
Secretary of State of
the State of Delaware in accordance with the applicable
provisions of
the Delaware General
Corporation Law (the "DCGL"); the date and time
of the later of such
filings being
hereinafter
referred to as the
"Effective Date."
Following the due approval of the Merger by the
stockholders of the Nevada Corporation, subject to the provisions of
this Agreement,
the Articles of Merger
shall be duly executed by the
Delaware
Corporation and
the Nevada Corporation and thereafter
delivered to the
office of the Secretary of State of the State of
Nevada, as provided in Section 92A 200 of the NRS, and the
Certificate
of Merger shall be duly executed by the Delaware Corporation and the
Nevada Corporation
and thereafter delivered to the office of the
Secretary of State of Delaware, pursuant to Section 251 of the
DGCL.
2. Governing Documents.
a. The
Certificate
of Incorporation of the Delaware Corporation
shall be the
Certificate
of Incorporation of the Surviving
Corporation.
b. The By-Laws
of the Delaware
Corporation shall be
the By-Laws of
the Surviving Corporation.
3.
Officers
and Directors. The directors of the Nevada Corporation
immediately prior to
the Effective Date shall be the directors of the
Surviving
Corporation
and the officers of the Nevada Corporation
immediately prior to
the Effective Date
shall be the officers of the
Surviving Corporation.
Such directors and officers will hold
office
from the Effective
Date until their
respective successors
are duly
elected or appointed
and qualified in the manner provided in the
Certificate of Incorporation and By-Laws of the Surviving
Corporation,
as the s
