Merger Agreement (2006)Full Document 

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MERGER AGREEMENT

W I T N E S S E T H

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SECTION 1DEFINITIONS

          1.1     “Agreement”, “Pickering”, “SoftNet”, “SoftNet Shares”, and “Target”, respectively, shall have the meanings defined in the foregoing preamble and recitals to this Agreement.

          1.2     “Merger Date” shall mean the date on which Articles of Merger are filed with the Secretary of State of Washington and the Secretary of State of Nevada.

          1.3     “Closing Date” shall be the date when the parties execute the Articles of Merger (as defined below), which the parties intend to be September 25, 2006, however, the parties can change the Closing Date to such other time and place as the parties shall mutually agree, in writing.  As of the Closing Date, all Exhibits to this Agreement shall be complete.

          1.4     “Effective Date” shall mean July 1, 2006.  All adjustments shall be made as of the Effective Date.

          1.5     “1933 Act” shall mean the Securities Act of 1933, as amended.

          1.6     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

          1.7     “SEC Documents” shall have the meaning defined in Section 3.4 hereof.

          1.8     “Confidential information” shall have the meaning defined in Section 11.1 hereof.

SECTION 2

AGREEMENT FOR THE MERGER INTO SOFTNET

          2.1     The Merger.  Upon the terms and subject to the conditions in this Agreement, and in accordance with the Nevada law appearing at N.R.S. Chapter 78 (the “Nevada Act”), and the Washington Business Corporation Act, Chapter 23 (the “Washington Act”), Target shall be merged with and into SoftNet (the “Merger”) on the Merger Date unless otherwise agreed by both parties as set forth in the articles of merger, substantially in the form of Exhibit B (the “Articles of Merger”), to be filed if, as and when the Closing occurs with the Secretary of State of the State of Washington and Secretary of State of the State of Nevada.  SoftNet shall be the surviving corporation in the Merger and shall succeed to and assume all the rights and obligations of Target in accordance with the Nevada Act.

          2.2     Effects of the Merger.

2.2.1    On the Merger Date, the effect of the Merger shall be as provided in this Agreement, the Articles of Merger and the applicable provisions of the Nevada Act.




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2.2.2    On the Merger Date, the articles of incorporation of SoftNet, as in effect immediately prior to the Merger Date, shall be the articles of incorporation of the Surviving Company until thereafter amended as provided by the Nevada Act and such articles of incorporation.

2.2.3    On the Merger Date, the bylaws of SoftNet, as in effect immediately prior to the Merger Date, shall be the bylaws of the Surviving Company until thereafter amended as provided by the Nevada Act, the articles of incorporation of the Surviving Company and such bylaws.

2.2.4    On the Merger Date, the directors and officers of SoftNet, as constituted immediately prior to the Merger Date, shall be the directors and officers of the Surviving Company, for so long as provided under the Nevada Act, the articles of incorporation of the Surviving Company and the bylaws of the Surviving Company.

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