AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement"), is made this 10th day of April 2006, by and between
BTHC VI, LLC, a Texas limited liability company ("BTHC VI"), and BTHC VI, Inc., a Delaware corporation
("BTHC Corp. ") (the two corporate parties hereto being sometimes collectively referred to as the "Constituent
W I T N E S S E T H :
WHEREAS, BTHC VI desires to reincorporate in the State of Delaware;
WHEREAS, in order to reincorporate BTHC VI desires to merge into BTHC Corp. ("the "Merger"); and
WHEREAS, the Merger has been authorized by BTHC Corp. in accordance with Section 264 of the Delaware
General Corporation Law and by BTHC VI in accordance with Article 10.01 of the Texas Limited Liability
NOW, THEREFORE, the Constituent Corporations do hereby agree to merge on the terms and conditions
herein provided, as follows:
1.1 Agreement to Merge. The parties to this Agreement agree to effect the Merger herein provided for, subject
to the terms and conditions set forth herein.
1.2 Effective Time of the Merger. The Merger shall be effective upon the acceptance for filing of (i) the Articles
of Merger with the Secretary of State of Texas and (ii) the Certificate of Merger with the Secretary of State of
Delaware. The date and time the Merger becomes effective is referred to as the "Effective Time of the Merger."
1.3 Surviving Corporation. Upon the Effective Time of the Merger, BTHC VI shall be merged with and into
BTHC Corp., and BTHC Corp. shall be the surviving corporation, governed by the laws of the State of
Delaware (hereinafter sometimes called the "Surviving Corporation").
1.4 Certificate of Incorporation and Bylaws. Upon the Effective Time of the Merger, the Certificate of
Incorporation and Bylaws of BTHC Corp. in effect immediately prior to the Effective Time of the Merger shall be
the Certificate of Incorporation and Bylaws of the Surviving Corporation, subject always to the right