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DOCUMENT TITLE:  AGREEMENT AND PLAN OF MERGER .
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Clause Heading
2.1 - Merger; Surviving Corporation.
2.2 - Articles of Incorporation.
2.3 - By Laws.
2.4 - ECOB Assets.
2.5 - Share Exchange and Merger of ECOBLU.
2.8 - Effective Time.
2.9 - Reverse Split.
(a) - Exchange Procedures.
(b) - Required Withholding.
(c) - No Liability.
(d) - Termination.
2.11 - Stock Transfer Books.
2.12 - Dissenting Shares.
2.13 - Restriction on Transfer.
2.14 - Restrictive Legend.
3.1 - Organization and Qualification.
3.2 - Capitalization.
3.3 - Authority and Validity.
3.4 - No Breach or Violation.
3.5 - Consents and Approvals.
3.6 - Intellectual Property.
3.7 - Compliance with Legal Requirements.
3.8 - Financial Statements.
3.9 - Litigation.
3.10 - Taxes.
3.11 - Books and Records.
3.12 - Brokers or Finders.
3.13 - Proxies.
3.14 - Disclosure.
3.15 - No Undisclosed Liabilities.
3.16 - Absence of Certain Changes.
3.17 - Contracts.
3.18 - Permits and Licenses.
3.19 - Assets Necessary to Business.
3.20 - Labor Agreements and Labor Relations.
3.21 - Employment Arrangements.
4.1 - Organization and Qualification.
4.2 - Capitalization.
4.3 - Authority and Validity.
4.4 - No Breach or Violation.
4.5 - Consents and Approvals.
4.6 - Compliance with Legal Requirements.
4.7 - Litigation.
4.8 - Ordinary Course.
4.9 - Assets and Liabilities.
4.10 - Taxes.
4.11 - Books and Records.
4.12 - Financial and Other Information.
4.13 - Brokers or Finders.
4.14 - Disclosure.
4.15 - Filings.
4.16 - Conduct of Business.
5.1 - Additional Information.
5.2 - Consents and Approvals.
5.3 - Notification of Adverse Change.
5.4 - Meeting of ECOB Shareholders.
5.5 - Notification of Certain Matters.
5.6 - State Statutes.
5.7 - Conduct of Business.
5.8 - Securities Filings.
6.1 - Additional Information.
6.2 - Notification of Adverse Change.
6.3 - Consents and Approvals.
6.4 - Notification of Certain Matters.
7.1 - Accuracy of Representations.
7.2 - Covenants.
7.3 - Consents and Approvals.
7.4 - Delivery of Documents.
7.5 - No Material Adverse Change.
8.1 - Accuracy of Representations.
8.2 - Covenants.
8.3 - Consents and Approvals.
8.4 - Delivery of Documents.
8.5 - No Material Adverse Change.
8.6 - No Litigation.
8.7 - Exchange Act Requirements.
8.8 - Dissenters Rights.
9.1 - Indemnification by ECOB.
9.2 - Indemnification by ECOBLU.
9.3 - Notice to Indemnifying Party.
9.4 - Defense by Indemnifying Party.
11.4 - Attorneys Fees.
11.5 - Headings.
11.6 - Choice of Law.
11.7 - Rights Cumulative.
10.1 - Termination.
10.2 - Effect of Termination.
11.1 - Parties Obligated and Benefited.
11.2 - Publicity.
11.3 - Notices.
11.8 - Further Actions.
11.9 - Time of the Essence.
11.10 - Counterparts.
11.11 - Entire Agreement.
11.12 - Survival of Representations and Covenants.