AGREEMENT OF MERGER AND
PLAN OF MERGER AND REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF MERGER AND REORGANIZATION (this
“Agreement”) entered into as of the 19th day of September, 2008, by and between Options Media Acquisition LLC,
a Florida limited liability company (“OMA”), and 1 Touch Marketing, LLC, a Florida limited liability company ( “1
WHEREAS, the members of OMA and 1 Touch have unanimously approved the merger of OMA into 1
Touch pursuant to Section 608.438 of the Florida Limited Liability Company Act upon the terms and conditions
hereinafter set forth and have approved this Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements herein made, and other good and
valuable consideration, the adequacy and receipt of which is hereby acknowledged by the parties hereto, the parties
agree as follows:
Merger . OMA shall be, at the Effective Date (as hereinafter defined), merged (hereinafter called
“Merger”) into a single limited liability company existing under the laws of the State of Florida, to wit, 1 Touch,
which shall be the surviving company (the “Surviving Company”), and the parties hereto adopt and agree to the
following agreements, terms, and conditions relating to the Merger and the mode of carrying the same into effect.
Filings; Effects of Merger .
Approval by Members of OMA. This Agreement has been approved by the members of
OMA in the manner provided by the applicable laws of the State of Florida.
Approval by Members of 1 Touch. This Agreement has been approved by the members of
1 Touch in the manner provided by the applicable laws of the State of Florida.
Filing of Articles of Merger; Effective Date . If this Agreement has not been, terminated
or abandoned as permitted by the provisions hereof, then the Certificate of Merger shall be filed and recorded with
the State of Florida. The Merger shall become effective on the date the Certificate of Merger is filed with the