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Agreement and Plan of Merger

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Agreement and Plan of Merger and Reorganization

This Agreement and Plan of Merger and Reorganization (the "") is entered into as of the day of , by and among:

BOL Acquisition Co. X, Inc., a New York corporation ("BOL") and wholly owned subsidiary of BiznessOnline.com, Inc., a Delaware corporation (the "Parent"); the Parent; Prime Communications Systems Incorporated, a New York corporation (the "Company"); and Kirk Miller, Debra Horvath and Robert Prince, the owners of all the issued and outstanding stock of the Company (collectively the "Stockholders").

INTRODUCTION

BOL and the Company intend to effect a merger of the Company with and into BOL in accordance with this Agreement and the New York Business Corporation Law (the "Merger"). Upon consummation of the Merger, the Company will cease to exist, and BOL will continue to exist as the surviving corporation of the Merger. It is intended that the Merger qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and that this Agreement constitute a plan of reorganization for such purposes.

This Agreement has been adopted and approved by the respective boards of directors of BOL and the Company, and the shareholder of BOL and the Stockholders have each unanimously approved this Agreement by written consent.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual and dependent promises and the representations and warranties hereinafter contained, the parties hereto agree as follows:

SECTION 1. DESCRIPTION OF THE MERGER TRANSACTION.

1.1 MERGER OF THE COMPANY INTO BOL. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in SECTION 1.2), the Company shall be merged with and into BOL, and the separate existence of the Company shall cease.

1.2 EFFECTIVE TIME. The effective time of the Merger (the "Effective Time") shall occur at the time a properly executed Certificate of Merger for the merger of the Company into BOL, conforming to the requirements of the New York Business Corporation Law (the "Merger Certificate") has been delivered and accepted for filing by the Secretary of State New York. At the Effective Time, the Company shall be merged with and into BOL in accordance with the Merger Certificate and the separate existence of the Company shall cease and BOL shall continue as the surviving corporation (the "Surviving Corporation").

1.3 ARTICLES OF INCORPORATION, BY-LAWS AND BOARD OF DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time:

(a) The Articles of Incorporation of BOL shall become the Articles of Incorporation of the Surviving Corporation; and, subsequent to the Effective Time, such Articles of Incorporation shall be the Articles of Incorporation of the Surviving Corporation until changed as provided by law.

(b) The bylaws of BOL shall become the bylaws of the Surviving Corporation; and, subsequent to the Effective Time, such bylaws shall be the bylaws of the Surviving Corporation until they shall thereafter be duly amended.

(c) The Board of Directors of the Surviving Corporation shall be set forth on EXHIBIT 1.3 hereto and shall hold office subject to the provisions of the laws of the Surviving Corporation's state of incorporation and of the Articles of Incorporation and bylaws of the Surviving Corporation.

(d) The officers of the Surviving Corporation shall be set forth on EXHIBIT 1.3 hereto, each of such officers to serve, subject to the provisions of the Articles of Incorporation and bylaws of the Surviving Corporation, until his or her successor is elected and qualified.

1.4 EFFECT OF MERGER. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the New York Business Corporation Law. Except as herein specifically set forth and as otherwise required by law, the identity, existence, purposes, powers, objects, franchises, privileges, rights and immunities of BOL shall continue unaffected and unimpaired by the Merger and the corporate franchises, existence and rights of the Company shall be merged with and into BOL, and BOL, as the Surviving Corporation, shall be fully vested therewith.

1.5 MERGER CONSIDERATION; CONVERSION OF SHARES.

(a) As of the Effective Time, all of the shares of capital stock of the Company ("Company Stock"), issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, shall be automatically converted to, in the aggregate, shares of common stock of the Parent, par value $.01 per share ("Parent Stock") and cash, as follows (collectively, the "Merger Consideration"):

(i) delivered by check, wire transfer or other immediately available funds, and

(ii) valued at .

1.6 DELIVERY OF MERGER CONSIDERATION; ESCROW OF SHARES; SET-OFF.

(a) At the Closing, the Stockholders shall deliver certificates representing all outstanding shares of Company Stock to counsel for BOL to hold in escrow until the Effective Time.

(b) The Stockholders shall deliver to counsel for BOL at the Closing the certificates representing Company Stock, duly endorsed in blank by the Stockholders or accompanied by duly executed stock powers, to hold in escrow until the Effective Time.

(c) At the Effective Time, counsel for BOL shall release the certificates representing shares of Company Stock to BOL and such certificates shall be canceled.

1.7 CLOSING. The closing of the Merger (the "Closing") shall occur on the third business day after satisfaction or waiver of all of the conditions set forth in Section 6 hereof at the offices of Duffy & Sweeney, LLP, 300 Turks Head Building, Providence, Rhode Island 02903 at 10:00 a.m. on December 28, 1999, or at such other place and time or date as may be mutually agreed upon by the parties hereto.

SECTION 2. POST CLOSING ADJUSTMENTS

2.1 POST-CLOSING ADJUSTMENT BASED ON CASH ON HAND AND ACCOUNTS PAYABLE. The Company shall maintain a minimum of twenty thousand dollars ($20,000.00) of cash on hand at the Closing Date in excess of the Company's outstanding payables and liabilities (the "Minimum Cash Requirement") at the Closing.

2.2 POST-CLOSING ADJUSTMENT FOR FIRST SIX MONTHS OF 2000 REVENUES AND EBITDA. Any adjustment described in this SECTION 2.2 shall be based on an income statement prepared by BOL's accountants on or about August 30, 2000, showing the Company and the Surviving Corporation's audited revenues and EBITDA on an accrual basis in accordance with GAAP for the first six (6) months of calendar year 2000.

(a) REVENUES. To the extent that the aggregate audited revenues are less than or greater than that amount, the Merger Consideration shall be adjusted accordingly.

(b) EBITDA. To the extent that EBITDA is less than thirty-five percent (35%) of the audited revenues for such period, the Merger Consideration shall be reduced by an amount calculated pursuant to the Agreement.

(c) Any decrease or increase in the Merger Consideration shall be paid in Parent Stock valued at the average Nasdaq National Market price.

2.3 DISPUTE RESOLUTION PROCEDURE FOR ADJUSTMENTS BASED ON MERGER CONSIDERATION ADJUSTMENTS. If the Stockholders dispute the determination of the Minimum Cash Requirement or any item contained on the Income Statement, the disputed amounts shall be resolved by an independent nationally recognized accounting firm.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS.

3.1 The Company and the Stockholders hereby jointly and severally make the representations and warranties contained in this Section 3 to BOL.

3.2 The Company is duly organized, validly existing and in good standing under the laws of the State of New York.

3.3 Except as set forth in Schedule 3.3, the Company has no direct or indirect subsidiaries and owns no securities issued by any other business organization.

3.4 Capital stock, stockholder lists, options, warrants and related equity interests are described in Schedule 3.4.

3.5 Authority of the Company and the Stockholders is set forth in this Agreement and related documents.

3.6 Status of property owned or leased, including real property and personal property, is disclosed in the applicable schedules.

3.7 Financial statements and undisclosed liabilities are addressed herein.

3.8 Taxes. The Company has paid or caused to be paid all taxes due and has filed all required tax returns.

3.9 Accounts receivable, 3.10 Inventories, 3.11 Absence of certain changes, and other subsequent representations and warranties are incorporated by reference.

SECTION 4. COVENANTS OF THE COMPANY AND THE STOCKHOLDERS.

4.1 The Company and the Stockholders covenant and agree to conduct business in the ordinary course, maintain working capital, and comply with all obligations pending Closing.

4.2 Conduct of business restrictions, approvals, written consent, exclusive dealing, and transfer restrictions shall apply as set forth in the Agreement.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF BOL AND THE PARENT.

5.1 The Parent and BOL make representations and warranties to the Stockholders and the Company as set forth in this Section 5.

5.2 Each of the Parent and BOL is duly organized, validly existing and in good standing under the laws of its respective state of incorporation.

SECTION 6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BOL.

6.2 Examination of financial statements and due diligence review.

6.3 No material adverse change shall have occurred since the Company Balance Sheet Date.

6.5 Opinion of counsel to be received from Pusatier, Sherman & Abbott.

SECTION 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY AND THE STOCKHOLDERS.

7.2 Representations, warranties and covenants of BOL shall be true and correct at Closing.

SECTION 8. PARENT STOCK - TRANSFER RESTRICTIONS.

8.1 Lock-up restrictions apply for a period of one year for 100% of the stock and two years for 50% of the stock.

8.2 Unregistered stock and investment intent representations.

SECTION 9. TERMINATION OF AGREEMENT; EFFECT OF TERMINATION.

9.1 Termination may occur by mutual consent or for failure to close by January 15, 2000, or for material breach not cured on or before Closing Date.

SECTION 10. NON-COMPETITION.

For a period of three (3) years from and after the Closing Date, each of the Stockholders shall not directly or indirectly engage in competitive activities as defined in the Agreement.

SECTION 11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.

The parties agree to maintain confidentiality and return confidential documents if the transaction is not consummated.

SECTION 12. INDEMNIFICATION.

12.1 The Stockholders agree to indemnify and hold harmless the Surviving Corporation and related indemnified parties against losses arising from breaches, tax matters, and related claims.

SECTION 13. MISCELLANEOUS.

13.1 Governing law shall be the internal laws of the State of New York.

13.2 Notices shall be sent to the addresses listed below.

Notice Information

TO BOL:

TO THE COMPANY AND THE STOCKHOLDERS:

Signatures

BiznessOnline.com, Inc.

By:

Title:

BOL Acquisition Co. X, Inc.

By:

Title:

Prime Communications Systems Incorporated

By:

Title:

Stockholders

Kirk Miller:

Debra Horvath:

Robert Prince:

Additional Notes

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What an Agreement and Plan of Merger Is

An Agreement and Plan of Merger is a formal, written contract that documents the terms by which two or more business entities combine into a single surviving entity. It identifies the parties, describes the transaction structure (statutory merger, stock acquisition, or asset transfer), sets the effective date, and allocates consideration, liabilities, and post-closing obligations. The agreement also records required approvals by boards and, where applicable, shareholder votes, and it cites the statutory basis for filing articles or certificates of merger with the state of formation. Accurate schedules and execution formalities determine legal and tax effects.

Why a Clear Plan of Merger Matters

A well-drafted Agreement and Plan of Merger allocates risk, fixes treatment of assets and liabilities, documents approvals needed for corporate and regulatory compliance, and creates enforceable post-closing obligations that reduce litigation and tax uncertainty.

Why a Clear Plan of Merger Matters

Who prepares and signs a Plan of Merger

Typical preparers and primary users involved before, during, and after the merger process.

  • Corporate boards and officers — Draft, negotiate, and approve the merger terms; certify resolutions and deliver official corporate approvals.
  • Corporate and transaction counsel — Draft schedules, allocate liabilities, obtain regulatory consents, and advise on state law and tax consequences.
  • Shareholders and management teams — Provide required votes or consents, confirm consideration received, and complete signature blocks or share exchange paperwork.

These stakeholders coordinate to ensure statutory filings and post-closing obligations are complete and enforceable.

Core components to include in a professional Agreement and Plan of Merger

Include clear, standalone sections that define parties, structure, consideration, conditions precedent, representations and warranties, covenants, closing mechanics, and post-closing adjustments.

Parties

Legal names and entity types for each merging party, jurisdiction of formation, and principal business address; ensure names match formation documents.

Transaction Structure

Specify statutory basis for the merger (state code section), whether stock or asset transfer, and identity of the surviving entity and its form.

Consideration

Detail cash, stock, assumption of liabilities, or other consideration, including payment mechanics, holdbacks, and escrow arrangements if any.

Conditions Precedent

List required approvals, consents, regulatory clearances, and deliverables that must be satisfied before closing occurs.

Representations & Warranties

Allocate risk by specifying assertions about authority, capitalization, contracts, tax matters, and compliance, with survival and indemnity terms.

Closing Mechanics

Describe signing, delivery of schedules, record updates, filings with the Secretary of State, effective date, and post-closing obligations or adjustments.

Essential data fields to complete accurately

Company Names: Exact legal names
Formation State: Incorporation jurisdiction
Effective Date: MM/DD/YYYY
Consideration: Type and amount
Approvals: Board and shareholder votes
Governing Law: Designated state

Step-by-step: completing the Agreement and Plan of Merger

Follow these core steps to prepare, execute, and file the merger documentation in correct order.

  • 01
    Prepare draft: Assemble schedules and draft definitions.
  • 02
    Obtain approvals: Board resolutions and shareholder consents as required.
  • 03
    Execute documents: Sign by authorized officers and witnesses, if needed.
  • 04
    File and record: File articles/certificate of merger with state authorities.

How to structure an online signing workflow

Configure a sequential workflow that matches required signing order and attaches exhibits, schedules, and certificates.

Field Configuration
Signing Order Set role-based sequential signing
Authentication Email + SMS code or stronger methods
Attachments Attach exhibits and schedule PDFs
Completion Notice Automatic delivery of executed copies

Where to send and file the executed merger documents

Execute, then route the signed agreement and required certificates to state and corporate record recipients.

  • Secretary of State: File articles or certificate of merger per state requirements.
  • Corporate Records: Update minute books and share ledgers at corporate headquarters.
  • Transfer Agent: If applicable, update share registers and effect consideration transfers.
  • Regulators: Provide notices or filings to regulators as required by industry.

Digital execution and technical requirements

Use a platform that supports secure e-signature, PDF and DOCX uploads, and integrations with corporate systems.

  • File Formats: PDF, DOCX, or XML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: AES-256 at rest; TLS 1.2/1.3 in transit

Ensure the chosen method captures an audit trail, signer authentication, and an exportable certificate of completion for the corporate record.

Typical timelines and filing expectations

Timelines vary by corporate governance and state filing speeds; plan approvals and filings in advance of the intended effective date.

Board approval timeline:

Allow 1–4 weeks for drafting and internal approvals.

Shareholder meeting lead time:

Schedule 3–6 weeks for notice and voting mechanics.

State filing processing:

Same-day to several weeks depending on state and expedited services.

Regulatory clearances:

Allow months for antitrust or sector-specific reviews when required.

Effective date selection:

Effective on filing date or a later date specified in the agreement.

Common preparation pitfalls to avoid

  • Using inconsistent legal names across schedules or filings creates record mismatches and challenges in title or transfer procedures.
  • Failing to attach complete schedules leaves material disclosures ambiguous and can trigger indemnity disputes after closing.
  • Skipping required corporate approvals or misreading charter thresholds risks shareholder litigation and potential rescission.
  • Neglecting regulatory notice or approval obligations can result in enforcement actions or reversal of transaction benefits.

Principal legal and financial risks of errors

Voidable Transaction: Merger may be rescinded
Shareholder Litigation: Claims over valuation or approval
Tax Exposure: Unintended tax liabilities
Regulatory Sanctions: Fines or remedial orders
Contract Breach: Indemnity and damages exposure
Recordkeeping Failures: Penalties and audit risk

Who typically signs and their authority

Board Chair

As presiding officer, the chair typically certifies board resolutions and signs corporate approvals; ensure the board minutes authorize the chair to execute merger documents on behalf of the corporation.

General Counsel

Corporate counsel reviews representations, confirms closing conditions, and often signs as authorized officer or attesting witness when the charter or bylaws allow counsel to execute corporate instruments.

Example scenarios showing typical uses

Two short examples illustrate how organizations deploy an Agreement and Plan of Merger in practice.

Optica Ventures — Operational consolidation

Optica consolidated a portfolio company into a holding entity to simplify operations

  • Document included share exchange ratios and escrow terms
  • The executed agreement and schedules updated the minute book and enabled a smooth transfer of bank accounts and contracts under the surviving entity.

Martin Properties — Real estate grouping

A property owner merged several SPVs into a single entity for streamlined asset management

  • Included detailed property schedules and lien waivers
  • The merger required recording certain deeds and updating lease counterparties, all tracked with an execution certificate for the corporate record.

Practical tips for accurate and efficient completion

Adopt consistent processes for drafting, approvals, and digital execution to reduce errors and shorten closing time.

Confirm legal names
Match exact entity names to formation documents and state records; inconsistent names can delay filing and title transfers and complicate tax reporting.
Attach complete exhibits
Number and label all schedules and exhibits to match cross-references in the agreement; missing exhibits are a common source of post-closing disputes and indemnity claims.
Use clear approval records
Include board minutes and shareholder consents with signatures and resolutions; maintain certified copies in the corporate minute book to support challenge defense.
Verify filing method
Confirm whether your Secretary of State accepts electronic filing or requires original paper; choose RON, in-person notary, or e-filing based on state rules to avoid rejection.

eSignature vendor pricing and feature comparison for executing mergers

Compare basic starting prices and key capabilities relevant to secure execution, bulk sends, audit trails, and HIPAA support; signNow is listed first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Agreement and Plan of Merger execution

Answers to common questions about enforceability, signatures, notarization, filing, and retention for merger agreements.


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