Reso 2008-1224 - Laserfiche WebLink

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EXHIBIT nAil AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 3rd day of December, 2007, by and between Sawgrass Landscape Services, LLC, a Florida limited liability company with its principal office located at 2950 North 28th Terrace, Hollywood, Florida 33020 (the "Merging Entity"), and Luke's Landscaping, Inc" a Florida corporation with its principal office located at 2950 North 28th Terrace, Hollywood, Florida 33020 (the "Surviving Entity"). WHEREAS, the Merging Entity is a limited liability company organized and existing under and by virtue of the laws of the State of Florida; AND WHEREAS, the Surviving Entity is a corporation organized and existing under and by virtue of the laws of the State of Florida; AND WHEREAS, the Surviving Entity is the sole member of the Merging Entity; AND WHEREAS, pursuant to the duly authorized action by the sole shareholder and Board of Directors of the Surviving Entity and by the sole member and Board of Managers of the Merging Entity, the Surviving Entity and the Merging Entity have determined that they shall merge (the "Merger") upon the terms and subject to the conditions and in the manner set forth in this Agreement and in accordance with Section 608.438 of the Florida Limited Liability Company Act and Section 607.1108 of the Florida Business Corporation Act. NOW THEREFORE, in consideration of the premises and the terms, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Merging Entity and the Surviving Entity hereby mutually agree as follows: 1. Merger, The Merging Entity and the Surviving Entity agree that the Merging Entity shall be merged with and into the Surviving Entity, as a single and surviving entity, upon the terms and subject to the conditions and in the manner set forth in this Agreement, and that the Surviving Entity shall continue under the laws of the State of Florida as the surviving entity. The Merger shall be effective as at 12:01 p,m. on December 31,2007 (the "Effective Time"). 2. Survival; Existence. At and after the Effective Time: (a) the Surviving Entity shall be the surviving entity, and shall continue to exist as a corporation under the laws of the State of Florida, with all of the rights and obligations of such Surviving Entity as arc provided by the Florida Business Corporation Act; and (b) the Merging Entity shall cease id,:exis~nd its ,p" => assets, property and obligations shall become the assets, property and obIH~l!yons-'Of the Surviving Entity as the surviving entity, :i:F'i ~ -n '\>-1 n if> p. N <.I) ::<.l tTl -< C"lo .... ..,.,. ru> o-..j ;0 1> --l OfTl >- -- -0 :J:: ~ a \.0 r 111 o