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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of May
29, 2008 (the Agreement), between All State Properties, L.P., a
Delaware limited partnership (the Limited Partnership), and All
State Properties Holdings, Inc., a Nevada corporation (the
Subsidiary).
WITNESSETH:
WHEREAS, the Subsidiary desires to acquire all
the assets, and to assume all of the liabilities and
obligations, of the Limited Partnership by means of a merger of
the Limited Partnership with and into the Subsidiary, with the
Subsidiary being the surviving corporation (the Merger);
WHEREAS, the Subsidiary is a wholly-owned
subsidiary of the Limited Partnership;
WHEREAS, Section 92A.200 of the Nevada Revised
Statutes (Nevada Law) and Section 15-902 of the Delaware Revised
Uniform Limited Partnership Act (the DRULPA), authorize the
merger of a Delaware limited partnership into a Nevada
corporation;
WHEREAS, the Subsidiary shall be the surviving
entity (the Surviving Corporation) and continue its existence as
a Nevada corporation; and
WHEREAS, the stockholders, unit holders,
Partners of the Limited Partnership and Board of Directors of
the Subsidiary have approved this Agreement and the consummation
of the Merger.
NOW THEREFORE, the parties hereto hereby agree
as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger .
(a)
At the Effective Time (as defined below), the
Limited Partnership shall be merged, the separate existence of
the Limited Partnership shall cease and the Surviving
Corporation shall be the surviving entity and continue its
existence as a Nevada corporation.
(b)
The Merger shall become effective on the date
that a Certificate of Ownership and Merger with respect to the
Merger, substantially in the form attached hereto as Exhibit
A , is accepted for filing by the Office of the Secretary of
State of Delaware (the Effective Time) and all other filings or
recordings required by the Nevada Revised Statutes and the
Delaware General Limited Partnership Law in connection with the
Merger are made.
SECTION 1.02. Merger Consideration .
At the Effective Time, each unit, par value
$0.001 per share of the Limited Partnership which shall be
issued and outstanding immediately prior to the Effective Time
shall be converted into 1 issued and outstanding shares of
common stock, par value $0.0001 per share of the
Surviving Corporation, and from and after the
Effective Time, the holders of all said issued and outstanding
units of the Limited Partnership shall automatically become
holders of shares of the Surviving Corporation, whether or not
certificates representing said shares are then issued and
delivered.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.01. By-Laws; Certificate of
Incorporation . The certificate of incorporation of
the Subsidiary, as in effect immediately prior to the Effective
Time, shall be the certificate of incorporation of the Surviving
Corporation unless and until thereafter amended in accordance
with its terms and applicable law. The By-Laws of the
Subsidiary as in effect immediately prior to the Effective Time
shall be the By-Laws of the Surviving Corporation unless and
until thereafter amended in accordance with applicable law.
At the Effective Time the name of the Surviving
Corporation shall be All State Properties Holdings, Inc.
ARTICLE III
TRANSFER AND
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