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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 same may be lawfully ame
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