5221683
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger, dated as January 30, 2018, by and between Capital
Preservation Solutions, LLC, a Delaware limited liability company (the “Company”), and
Capital Preservation Holdings, LLC, a Delaware limited liability company (“Holdings”).
BACKGROUND
The sole member of Holdings and the Company has approved, and pursuant to this
Agreement, Holdings and the Company wish to provide for the merger of Holdings with and into
the Company, which shall be the surviving corporation (the “Merger”), in accordance with the
Delaware Limited Liability Company Act (the “Act”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and intending to be legally bound, the parties hereto hereby agree as follows:
Section 1. Merger. In accordance with the requirements of the Act, Holdings shall be
merged with and into the Company, which shall be the surviving corporation, as a result of
which the separate existence of Holdings shall cease, and all of the rights, privileges and powers,
and all property, real personal and mixed and all debts, liabilities and duties of Holding shall be
vested in the Company as the surviving corporation.
Section 2. Effective Time. The Merger shall become effective upon the filing by the
Company with the Secretary of State of the State of Delaware in accordance with the Act (the
“Effective Time”).
Section 3. Conversion and Cancellation of Membership Interests. At the Effective Time,
all of the outstanding membership interests in the Company issued and outstanding immediately
prior to the Merger shall remain issued and outstanding, and all of the outstanding membership
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interests in Holdings issued and outstanding immediately prior to the Merger shall be cancelled
and cease to exist.
Section 4. Certificate of Formation and Limited Liability Company Agreement of the
Company. The Certificate of Formation and Limited Liability Company Agreement of the
Company in effect immediately prior to the Effective Time shall continue to be the Certificate of
Formation and Limited Liability Company Agreement of the Company immediately following
the Merger.
Section 5. Termination and Abandonment. This Agreement and Plan of Merger may be
terminated or amended, and the Merger may be abandoned, at any time after the adoption and
approval thereof by the sole Member of the Company and Holdings, but prior to the Effective
Time, by subsequent action by the sole Member of the Company and Holdings.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be duly executed and acknowledged as of the date first written above.
CAPITAL PRESERVATION HOLDINGS, LLC
By: s/s Lance T. Funston______
Lance T. Funston
Its Sole Member
CAPITAL PRESERVATION SOLUTIONS, LLC
By: s/s Lance T. Funston_____
Lance T. Funston
Its Sole Member