|THE MERGER AGREEMENT|
TRANS CONTINENTAL ENTERTAINMENT GROUP INC filed this DEF 14C on 12/09/2002.
Pursuant to the Merger Agreement, Acquisition Sub, a wholly-owned subsidiary of the Company, merged with and into TCCI. As a result of the Merger, the corporate existence of Acquisition Sub ceased and TCCI continued as the surviving corporation. In the Merger, each share of TCCI’s issued and outstanding common stock (other than shares held in the treasury of TCCI, which were canceled and returned and ceased to exist without payment of any consideration therefor) was converted into the right to receive, in two installments, such number of fully paid and non-assessable shares of the Company’s Common Stock as shall equal 51% of the fully diluted capital stock (which includes the Preferred Stock on an as-converted to Common Stock basis) of the Company as of September 6, 2002. Each of Acquisition Sub’s issued and outstanding shares was converted into one fully paid and non-assessable share of common stock of TCCI, resulting in TCCI become a wholly-owned subsidiary of the Company.