FIRST RATE STAFFING Corp Watch

from 8-K 7 pages Agreement for Purchase and Sale of Assets

from S-1 12 pages Agreement and Plan of Merger Between FIRST RATE STAFFING Corporation, a Delaware Corporation, Formerly Moosewood Acquisition Corporation ("First Rate (Delaware)"), and First Rate Staffing, Inc., a Nevada Corporation ("First Rate (Nevada)"). First Rate (Delaware) and First Rate (Nevada) Being Sometimes Referred to Herein as the "Constituent Corporations."

from S-1 14 pages Whereas, the Board of Directors and Members of the Constituent Corporations Deem It Advisable That the Constituent Corporations Merge Into a Single Corporation (The "Merger"); and Now, Therefore, in Consideration of the Premises and the Respective Mutual Covenants, Representations and Warranties Herein Contained, the Parties Agree as Follows: 1. Surviving Corporation. FIRST RATE LLC Shall Be Merged With and Into FIRST RATE (Delaware) Which Shall Be the Surviving Corporation (Hereinafter the "Surviving Corporation") in Accordance With the Applicable Laws of the State of Delaware and the State of California. 2. Merger Date. the Merger Shall Become Effective (The "Merger Date") Upon the Completion Of: (I) Adoption of This Agreement by the Members of FIRST RATE LLC Pursuant to the California Corporations Code and by the Shareholders of FIRST RATE (Delaware) Pursuant to the General Corporation Law of Delaware; (II) Execution and Filing of the Certificate of Merger With the Secretary of State of the State of Delaware in Accordance With the General Corporation Law of Delaware. (III) Execution and Filing of the Certificate of Merger With the Secretary of State of the State of California in Accordance With the California Corporations Code