, and subject to, . . the'Pr0visions of an Agreement and Plan of Maga lel ihe-tath annexed as Bithibii "A" trans, which hal also been approved by the Board of Director:sof FTC and its sole shatchokier (the "Merger Agrcattnit"); • WHEREAS, in caniection with • the Merger and .pursuant to the provisions of die Mager