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Phoenix Network Inc Business Merger Registration

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1994 Equity Incentive Plan

1. PURPOSE

The purpose of this 1994 Equity Incentive Plan (the "Plan") is to advance the interests of Electronic Associates, Inc. (the "Company") and its subsidiaries by enhancing the ability of the Company to (i) attract and retain employees and other persons or entities who are in a position to make significant contributions to the success of the Company and its subsidiaries; (ii) reward such persons or entities for such contributions; and (iii) encourage such persons or entities to take into account the long-term interest of the Company through ownership of shares ("Shares") of the Company's common stock ("Stock").

The Plan is intended to accomplish these goals by enabling the Company to grant awards ("Awards") in the form of Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock, all as more fully described below.

2. ADMINISTRATION

The Plan will be administered by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee will determine the recipients of Awards, the times at which Awards will be made and the size and type or types of Awards to be made to each recipient and will set forth in such Awards the terms, conditions and limitations applicable to it.

Awards may be made singly, in combination or in tandem. The Committee will have full and exclusive power to interpret the Plan, to adopt rules, regulations and guidelines relating to the Plan, to grant waivers of Plan restrictions and to make all of the determinations necessary for this administration.

In its discretion, the Board of Directors may elect to administer all or any aspects of the Plan and to perform any of the duties or exercise any of the rights delegated or granted to the Committee under the terms of the Plan; provided, however, that the Board may not make such election if the election would result in the failure of the Plan to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), at a time at which the Plan would otherwise be in compliance with such rule.

Such determinations and actions of the Committee (or the Board as the case may be), and all other determinations and actions of the Committee (or the Board as the case may be) made or taken under authority granted by any provision of the Plan, will be conclusive and binding on all parties.

3. EFFECTIVE DATE AND TERM OF PLAN

Subject to the approval of the Plan by the Company's shareholders, the Plan will be deemed effective on .

Grants of Awards under the Plan may be made prior to the receipt of shareholder approval, subject to such approval of the Plan.

The Plan will terminate ten (10) years after the effective date of the Plan, subject to earlier termination of the Plan by the Board pursuant to Section 16.

4. SHARES SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 11 below, the maximum aggregate number of Shares of Stock that may be delivered for all purposes under the Plan shall be .

If any Award requiring exercise by the Participant for delivery of Stock is canceled or terminates without having been exercised in full, or if any Award payable in Stock or cash is satisfied in cash rather than Stock, the number of Shares of Stock as to which such Award was not exercised or for which cash was substituted will be available for future grants of Stock.

5. ELIGIBILITY AND PARTICIPATION

Those eligible to receive Awards under the Plan ("Participants") will be persons in the employ of the Company or any of its subsidiaries ("Employees") and other persons or entities who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company or its subsidiaries, including non-employee directors of the Company or a subsidiary of the Company and consultants to the Company or a subsidiary of the Company.

A "subsidiary" for purposes of the Plan will be a corporation in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock.

6. OPTIONS

a. Nature of Options. An Option is an Award entitling the Participant to purchase a specified number of Shares at a specified exercise price. Both "incentive stock options," as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (referred to herein as an "ISO") and non-incentive stock options may be granted under the Plan. ISOs may be awarded only to Employees.

b. Exercise Price. The exercise price of each Option shall be determined by the Committee, but in the case of an ISO shall not be less than 100% (110% in the case of an ISO granted to a ten (10%) percent shareholder) of the Fair Market Value of a Share at the time the ISO is granted.

c. Duration of Options. In no case shall an Option be exercisable more than ten (10) years (five (5) years, in the case of an ISO granted to a "ten-percent shareholder" as defined in (b) above) from the date the Option was granted.

d. Exercise of Options and Conditions. Options granted under any single Award will become exercisable at such time or times, and on and subject to such conditions, as the Committee may specify; provided, however, that no Option will become exercisable until the expiration date of such Option if subsequent to the effectiveness of the Plan, the Sale Price of the Company's common stock does not equal or exceed per share for ten (10) consecutive trading days.

e. Payment for and Delivery of Stock. Full payment for Shares purchased will be made at the time of the exercise of the Option, in whole or in part. Payment of the purchase price will be made in cash or in such other form of consideration as the Committee may approve, including, without limitation, delivery of Shares of Stock.

7. STOCK APPRECIATION RIGHTS

a. Nature of Stock Appreciation Rights. A Stock Appreciation Right (an "SAR") is an Award entitling the recipient to receive payment, in cash and/or Stock, determined in whole or in part by reference to appreciation in the value of a Share.

b. Grant of SARs. SARs may be granted in tandem with, or independently of, Options granted under the Plan.

c. Exercise of SARs. An SAR not granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Committee may specify.

8. RESTRICTED STOCK

A Restricted Stock Award entitles the recipient to acquire Shares, subject to certain restrictions or conditions, for no cash consideration, if permitted by applicable law, or for such other consideration as determined by the Committee.

9. DEFERRED STOCK

A Deferred Stock Award entitles the recipient to receive Shares to be delivered in the future. Delivery of the Shares will take place at such time or times, and on such conditions, as the Committee may specify.

10. TRANSFERS

No Award (other than an Award in the form of an outright transfer of cash or Stock) may be assigned, pledged or transferred other than by will or by the laws of descent and distribution and during a Participant's lifetime will be exercisable only by the Participant or, in the event of a Participant's incapacity, his or her guardian or legal representative.

11. ADJUSTMENTS

In the event of a stock dividend, stock split or combination of Shares, recapitalization or other change in the Company's capitalization, or other distribution to holders of the Company's common stock other than normal cash dividends, after the effective date of the Plan, the Committee will make any appropriate adjustments to the maximum number of Shares that may be delivered under the Plan and to any Participant under Section 4 above.

The Committee may also make such adjustments to take into account material changes in law or in accounting practices or principles, mergers, consolidations, acquisitions, dispositions or similar corporate transactions, or any other event, if it is determined by the Committee that adjustments are appropriate to avoid distortion in the operation of the Plan.

12. RIGHTS AS A SHAREHOLDER

Except as specifically provided by the Plan, the receipt of an Award will not give a Participant rights as a shareholder; the Participant will obtain such rights, subject to any limitations imposed by the Plan or the instrument evidencing the Award, upon actual receipt of Shares.

13. CONDITIONS ON DELIVERY OF STOCK

The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove any restrictions or legends from Shares previously delivered under the Plan until, (a) in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, (b) if the outstanding Shares are at the time listed on any stock exchange, until the Shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance, and (c) until all other legal matters in connection with the issuance and delivery of such Shares have been approved by the Company's counsel.

14. TAX WITHHOLDING

The Company will have the right to deduct from any cash payment under the Plan taxes that are required to be withheld and further to condition the obligation to deliver or vest Shares under this Plan upon the Participant's paying the Company such amount as it may request to satisfy any liability for applicable withholding taxes.

15. MERGERS; ETC.

In the event of any merger or consolidation involving the Company, any sale of substantially all of the Company's assets or any other transaction or series of related transactions as a result of which a single person or several persons acting in concert own a majority of the Company's then outstanding Stock, all outstanding Options and SARs shall become immediately exercisable and each outstanding share of Restricted Stock and each outstanding Deferred Stock Award shall immediately become free of all restrictions and conditions.

The Committee may by vote of a majority of the members of the Committee who are Continuing Directors arrange to have such acquiring or surviving corporation or entity or an Affiliate thereof grant to Participants holding outstanding Awards replacement Awards.

16. AMENDMENTS AND TERMINATION

The Committee will have the authority to make such amendments to any terms and conditions applicable to outstanding Awards as are consistent with this Plan.

The Board may amend, suspend or terminate the Plan without shareholder approval.

17. NO GUARANTEE OF EMPLOYMENT

The grant of an Award under this Plan shall not constitute an assurance of continued employment for any period.

18. MISCELLANEOUS

This Plan shall be governed by and construed in accordance with the laws of the State of New Jersey.

Company Name

Date

Authorized Signature

Printed Name and Title

Acknowledgments

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What the Phoenix Network Inc Business Merger Registration Is

The Phoenix Network Inc Business Merger Registration is the formal document package used to record a corporate merger or statutory combination involving Phoenix Network Inc and one or more constituent entities. It typically includes a Certificate of Merger (or Articles of Merger), the approved Plan of Merger, board and shareholder resolutions, and signatures required by the relevant state filing office. Filing this registration updates corporate status with the Secretary of State and creates an official record for tax, banking, and contract purposes. Electronic submission and e-signatures are accepted in many U.S. jurisdictions under ESIGN and UETA when state rules allow.

Why a Complete, Accurate Merger Registration Matters

A properly prepared Phoenix Network Inc Business Merger Registration ensures the transaction is legally effective, creates a clear public record, and reduces post-closing disputes. Accurate filings preserve tax status, transfer liabilities as intended, and make downstream tasks—bank account updates, license transfers, and contract assignments—simpler and auditable under ESIGN (15 U.S.C. §7001) and state law.

Why a Complete, Accurate Merger Registration Matters

Who Prepares and Signs This Merger Registration

Several internal and external roles collaborate to prepare and file a merger registration; correct role assignment speeds completion and reduces risk.

  • Corporate officers and board secretaries who approve and execute required corporate resolutions and the Plan of Merger.
  • Corporate counsel and external attorneys who draft merger documents, confirm statutory compliance, and often handle filing logistics.
  • Registered agents or state filing agents who submit paperwork to the Secretary of State and monitor acceptance.

After filing, registrars, corporate records teams, and advisors retain executed records for compliance and audit purposes.

Primary Signatories and Responsible Parties

Chief Legal Officer

Typically reviews and certifies the Plan of Merger, confirms shareholder approvals, and signs where the corporate charter requires an officer signature; ensures legal sufficiency before filing.

Registered Agent

Submits the Certificate of Merger to the Secretary of State, receives official filing acknowledgements, and maintains the official corporate record for service and notices.

Essential Information Required on the Form

Entity Name: Full legal entity name
State of Formation: State and jurisdiction
Effective Date: MM/DD/YYYY
Plan Reference: Plan of Merger attached
Approving Votes: Board/shareholder vote summary
Authorized Signatures: Name, title, date

Step-by-Step: Completing the Phoenix Network Inc Merger Registration

Follow these sequential steps to prepare, sign, and submit the merger registration; adapt timing to the governing state statute and company bylaws.

  • 01
    Board Approval: Obtain board resolution approving the Plan of Merger.
  • 02
    Shareholder Consent: Secure required shareholder vote or written consents per charter.
  • 03
    Assemble Documents: Prepare Certificate/Articles of Merger, Plan of Merger, and approvals.
  • 04
    File With State: Submit to Secretary of State and obtain filing acknowledgment.

How to Configure an Online Workflow for This Registration

Map the filing workflow before collecting signatures to ensure correct signer order, authentication, and record retention for corporate and regulator needs.

Field Configuration
Document Template Create standard Certificate and Plan templates
Signer Order Officer then registered agent then filer
Authentication Email + SMS code or stronger as required
Notifications Automated reminders and completed-package alerts

Where to File and Who Receives the Registered Documents

Identify filing destinations and downstream recipients to prevent omissions and to ensure the public record, tax, and contract updates are performed promptly.

  • Secretary of State: Primary filing office for Certificate of Merger
  • Registered Agent: Receives official acceptance and maintains corporate file
  • Tax Authorities: Notify IRS and state tax agencies if taxpayer status changes
  • Internal Records: Corporate books and minute records updated

Distribution and Digital-Submission Considerations

Choose formats and delivery channels that meet state filing, corporate recordkeeping, and counterparty needs before signing.

  • File Formats: PDF and DOCX widely accepted
  • Integration: Connect to NetSuite or Salesforce
  • Security: TLS and AES-256 encryption

Typical Deadlines and Processing Expectations

Timelines vary by state and corporate governance documents; confirm statutory effective dates and Secretary of State processing windows before scheduling closing tasks.

Filing Effective Date:

Effective upon filing or as specified in certificate

State Processing:

Varies by state; expedited options may be available

Tax Filings:

Update IRS filings per corporate tax deadlines

Record Updates:

Update bank and contract records promptly after filing

Shareholder Notices:

Provide final statements per governing documents

Key Milestones from Approval to Record Retention

Plan the merger timeline around these numbered milestones to coordinate approvals, filing, and post-closing compliance tasks.

01

Board Resolution

Formal corporate approval recorded in minutes

02

Prepare Filing Package

Assemble Certificate, Plan, and consents

03

File Certificate

Submit to Secretary of State and receive filing receipt

04

Post-Filing Tasks

Notify IRS, update licenses, and archive records

Common Preparation Errors to Avoid

  • Using inconsistent entity names across documents, which can delay filing acceptance and require corrective amendments.
  • Failing to document required shareholder approvals or missing quorum requirements, risking later challenges to the merger's validity.
  • Submitting incorrect or incomplete attachments such as an unsigned Plan of Merger or missing officer certificates, leading to administrative rejection.
  • Neglecting to update tax status or EIN-related records after a merger, which can trigger IRS notices or backup withholding obligations.

Penalties and Risks from Incorrect or Late Filings

1099 Penalties: $60–$330 per form (IRC §6721)
Backup Withholding: 24% withholding for missing/incorrect TIN
I-9 Violations: $281–$2,789 per violation
State Fines: Varies by state and infraction
Administrative Rejection: Filing returned for correction
Fraud Exposure: Potential indefinite liability for fraud

Key Components of a Professional Merger Registration Package

A complete submission reduces rejection risk and supports post-closing compliance and audits; include these core elements in every filing.

Certificate of Merger

Official state form that identifies surviving and disappearing entities, recites statutory approval, and establishes the merger's legal effect.

Plan of Merger

Detailed agreement describing the terms, share exchanges, surviving entity structure, and treatment of liabilities and assets.

Approving Resolutions

Board and shareholder resolutions or written consents evidencing required corporate approvals per charter and statute.

Exhibits and Schedules

Schedules of stock allocations, asset lists, and any required regulatory approvals or third-party consents.

Signature Blocks

Authorized officer signatures with printed name, title, and date; include corporate seal where required.

Filing Cover Letter

Filing transmittal listing enclosed documents and contact for filing questions or corrections.

Practical Tips for Accurate, Efficient Completion

Adopt consistent internal checklists and use a document management workflow to reduce rework and speed state acceptance.

Confirm Exact Entity Names
Cross-check formation certificates and registration records to ensure names match exactly; discrepancies commonly cause rejections and delays when state registrars compare submissions with existing records.
Lock Document Versions
Finalize templates before circulating for signature and use version control to avoid mixing draft and final language during execution and filing.
Use Appropriate Authentication
Select signer authentication strength proportional to transaction risk; stronger methods reduce later challenges to signature attribution and improve evidentiary weight.
Track Filing Receipts
Capture state filing acknowledgements and store in the corporate record; use them when notifying banks, licensors, and tax authorities to prove effective dates.

Real-World Examples of Electronic Workflows for Corporate Filings

These examples show how organizations have applied eSignature platforms for high-volume corporate documents and compliance-sensitive transactions.

Optica Ventures LLC — COO

Optica centralized its approval and signature process for entity transactions to reduce turnaround time and manual tracking.

  • The platform simplified external counterparty signing and audit responses.
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Tech Data — CEO

Tech Data improved internal and external document workflows for commercial transactions and corporate filings.

  • Electronic routing aligned approvals and filing packages.
  • Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue.

eSignature Pricing and Capability Comparison

High-level vendor pricing and capability comparisons to consider for signing and submitting merger registrations; signNow appears first per comparative format.

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, no card Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

FAQs and Troubleshooting for Merger Registration

Answers to frequent questions about e-signing, notarization, authority to sign, and correcting filed merger documents.


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