PCEA Redomestication

ITEM 1. AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “Agreement”) is dated as of _____, __, 2024 by and between PCEA Corp., a Georgia corporation (“Acquiror”), and PCEA California, Inc. a California corporation (the “Company” and, together with the Acquiror, the “Parties”).

RECITALS

WHEREAS, the respective Boards of Directors of the Acquiror and the Company have each approved and adopted this Agreement and the transactions contemplated by this Agreement, in each case after making a determination that this Agreement and such transactions are advisable and fair to, and in the best interests of, such corporation and its stockholders; and

WHEREAS, pursuant to the transactions contemplated by this Agreement and on the terms and subject to the conditions set forth herein, the Company will merge with and into the Acquiror, with the Acquiror as the surviving corporation (the “Merger”).

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the California Corporations Code (the “California Code”) and the Georgia Business Corporation Code (the “Georgia Code”), the Company shall be merged with and into the Acquiror at the Effective Time (as hereinafter defined). Following the Effective Time, the separate corporate existence of the Company shall cease, and the Acquiror shall continue as the surviving corporation (the “Surviving Corporation”). The effects and consequences of the Merger shall be as set forth in this Agreement as well as in the California Code and the Georgia Code.
2. Effective Time.
   • Subject to the provisions of this Agreement, on the date hereof, the parties shall duly prepare, execute and file with respect to the Merger (i) a certificate of merger (the “Georgia Certificate of Merger”) complying with the Georgia Code with the Secretary of State of the State of Georgia and (ii) a certified copy of the filed Georgia Certificate of Merger (the “California Merger Filing”) complying with the California Code with the Secretary of State of the State of California. The Merger shall become effective once both of the Georgia Certificate of Merger and the California Merger Filing have been accepted for filing (the “Effective Time”).
   • The Merger shall have the effects set forth in the California Code and the Georgia Code. Without limiting the generality of the foregoing, from the Effective Time: (i) all the properties, rights, privileges, immunities, powers and franchises of the Company shall vest in the Acquiror, as the Surviving Corporation, (ii) all debts, liabilities, obligations and duties of the Company shall become the debts, liabilities, obligations and duties of the Acquiror, as the Surviving Corporation, and (iii) the members of the Company shall become the members of the Acquiror, as the Surviving Corporation.
3. Organizational Documents. The by-laws of the Acquiror in effect at the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended as provided therein or by applicable law. The Articles of Incorporation of the Acquiror in effect at the Effective Time shall be the Articles of Incorporation of the Surviving Corporation and such Articles of Incorporation shall be amended hereby, such that the name of the Surviving Corporation is Printed Circuit Engineering Association, Inc., and as so amended the Articles of Incorporation shall remain the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable law.
4. Directors and Officers. The directors and officers of the Acquiror immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation from and after the Effective Time and shall hold office until the earlier of their respective death, resignation or removal or their respective successors are duly elected or appointed and qualified in the manner provided for in the Articles of Incorporation and by-laws of the Surviving Corporation or as otherwise provided by applicable law.
5. Entire Agreement. This Agreement, together with the Georgia Certificate of Merger, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, representations and warranties, and agreements, both written and oral, with respect to such subject matter.
6. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
8. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
9. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
10. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	PCEA CORP.
	By_____________________ Name: Michael Buetow Title: President
	PCEA CALIFORNIA, INC.
	By_____________________ Name:  Michael Buetow Title: President

 

 

ITEM 2. RESOLUTIONS OF THE MEMBERS

of

Printed Circuit Engineering Association, Inc

 

            The following was adopted on October 8, 2024, at the Annual Member Meeting of Printed Circuit Engineering Association, Inc. (the “Corporation”):

            WHEREAS, the Corporation desires to enter into that certain Agreement and Plan of Merger, by and among the Corporation and PCEA Corp. a Georgia nonprofit corporation (“PCEA Corp.”), substantially in the form attached hereto (the “Merger Agreement”), whereby the Corporation will merge with and into PCEA Corp., with the PCEA Corp. surviving as the surviving corporation (the “Merger”); and

WHEREAS, in immediately prior to the Merger, the Corporation will amend its Articles of Incorporation to change its name to PCEA California, Inc. (the “Name Change”); and   

WHEREAS, after due consideration of the Merger, the Merger Agreement and the factors deemed material by the Board of Directors of the Corporation (the “Board”) in connection with the transactions contemplated thereby, the Board has determined that it is fair to and in the best interests of the Corporation and its members (the “Members”) that the Corporation enter into the Merger Agreement and consummate the transactions contemplated thereby, including without limitation the Name Change; and

WHEREAS, the Board has duly approved the Merger in all respects and has recommended that the Members adopt the following resolutions.

NOW THEREFORE BE IT HEREBY:

RESOLVED, that the Members authorize and approve in all respects the Merger pursuant to and upon the conditions set forth in the Merger Agreement; and be it further

RESOLVED, that the Merger and the form, terms and provisions of the Merger Agreement, including without limitation the Name Change, are hereby authorized and approved by the Members in all respects; and be it further

            RESOLVED, that the authorized officers of the Corporation (the “Authorized Officers”) shall be, and each of them acting alone hereby severally is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute and deliver the Merger Agreement, with such changes, modifications or amendments thereto as such Authorized Officer, in his, her or their sole discretion, deems necessary or appropriate and in the best interests of the Corporation and the Members, the execution and delivery thereof to constitute conclusive evidence of such determination; and be it further

            RESOLVED, that the Authorized Officers of the Corporation shall be, and each of them acting alone hereby severally is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, deliver and file, as applicable, all documents and certificates contemplated to be executed, delivered and filed in connection with the Merger, including without limitation the Certificate of Merger attached hereto, with such changes, modifications or amendments thereto as such officer(s), in his, her or their sole discretion, deems necessary or appropriate and in the best interests of the Corporation, the execution and delivery thereof to constitute conclusive evidence of such determination; and be it further

             RESOLVED, that the Authorized Officers of the Corporation shall be, and each of them acting alone hereby severally is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute and deliver any waiver of any terms, conditions or covenants contained in the Merger Agreement as such officer(s), in his, her or their sole discretion, deems necessary or appropriate and in the best interests of Corporation, that the same is in accordance with these resolutions and shall constitute the duly authorized act of the Corporation, and that any such waiver shall be, and hereby is, approved and ratified in all respects; and be it further

            RESOLVED, that the Authorized Officers of the Corporation shall be, and each of them acting alone hereby severally is, authorized, empowered and directed, in the name and on behalf of the Corporation, to perform or cause to be performed the obligations of the Corporation under the Merger Agreement; and be it further

            RESOLVED, that the Authorized Officers of the Corporation shall be, and each of them acting alone hereby severally is, authorized, empowered and directed, in the name and on behalf of the Corporation, to execute, deliver and take or cause to be taken all actions under any document, instrument, and certificate in connection with the matters contemplated by the foregoing resolutions and which is not specifically authorized in the preceding resolutions, as such officer(s), in his, her or their sole discretion, deems necessary or appropriate in connection with the foregoing resolutions and in the best interests of the Corporation, the execution and delivery thereof to constitute conclusive evidence of such determination; and be it further

            RESOLVED, that any and all actions heretofore taken by any officer or director of the Corporation in connection with or otherwise in contemplation of furtherance of the matters authorized or contemplated by the foregoing resolutions be, and the same hereby are, ratified, affirmed and approved; and be it further

            RESOLVED, that the signature of any officer of the Corporation, including the use of a facsimile or digital (e.g., pdf) signature, on any of the documents authorized by these resolutions shall be deemed to be an execution thereof in the name and on behalf of the Corporation by such officer of the Corporation and any such facsimile or digital signature is hereby adopted as the signature of such authorized officer; and be it further

RESOLVED, that this written consent may be executed in multiple counterparts, and each counterpart hereof shall be deemed to be an original instrument, and all such counterparts together shall constitute one consent; and be it further

RESOLVED, that the transmission of an executed copy of this written consent by facsimile or other electronic transmission by a signatory hereto shall be as legally valid and binding as physical delivery of an executed original hereof; and be it further

            RESOLVED, that a copy of these Resolutions shall be filed with the minutes of the Corporation.