**PLAN OF MERGER**

 

**OF**

 

**MACKIE DESIGNS INC.**

 

**AND**

 

**EASTERN ACOUSTIC WORKS, INC.**

 

This Plan of Merger (“the Plan”) dated October      , 2001, is between Mackie Designs Inc.,a Washington corporation (herein referred to as “Mackie” or the “SurvivingCorporation,”), and Eastern Acoustic Works, Inc., a Massachusetts Corporation(hereinafter referred to as “EAW” or the “Merging Corporation”).

 

**RECITALS**

 

**A.**            Mackieis a corporation duly organized and validly existing under the laws of thestate of Washington.

 

**B.**            EAWis a corporation duly organized and validly existing under the laws of thestate of Massachusetts and is a wholly owned subsidiary of Mackie.

 

**C.**            BlackstoneTechnologies, Inc. (“Blackstone”) is a Massachusetts corporation duly organizedand validly existing under the laws of the state of Massachusetts, and SIASoftware Inc. (“SIA”), is a corporation duly organized and validly existingunder the laws of the state of New York. Blackstone and SIA are wholly-owned subsidiaries of EAW.

 

**D.**            TheBoards of Directors of Mackie and EAW each deem it desirable and in the bestinterest of their respective corporations and shareholders that EAW be mergedinto Mackie on the following terms and conditions.

 

NOW, THEREFORE, in consideration of the mutualpromises and covenants, and subject to the conditions herein set forth, theparties agree and promise as follows:

 

**1.             Merger:        **EAW shall be merged into Mackie pursuant to theprovisions of RCW 23B.11.010 etseq. and Chapter 156B, Section 82General Laws of the Commonwealth of Massachusetts.  Mackie shall be the surviving corporation.

 

**2.             Effect ofMerger:        **Upon the effective date of the merger:

 

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**2.1         **The separate existence of EAW shall cease, and Mackieshall thereupon possess all the rights, privileges, immunities, and franchisesof EAW.  All property, real, personaland mixed, and all debts due on whatever account, including subscriptions toshares, and all other choses in action, and all and every other interest of, orbelonging to or due to, EAW shall be taken and deemed to be transferred to andvested in Mackie without further act or deed, and the title to any real estate,or any interest therein, shall not revert or be in any way impaired by reasonof this merger.

 

**2.2         **Mackie shall assume, be responsible and be liable forall liabilities and obligations of EAW, and any claim existing or action orproceeding pending by or against any of such corporations may be prosecuted asif such merger had not taken place, and Mackie may be substituted in EAW’splace as its successor.

 

**3.             Name;Registered Office; Registered Agent:         **The name of the Surviving Corporationshall remain Mackie Designs Inc. following the merger.  The purpose, principal place of business,registered office and registered agent, number of directors, and the capitalstock of the Surviving Corporation shall be as appears in the Articles ofIncorporation of the Surviving Corporation as of the effective date of merger.

 

**4.             Bylaws:         **The Bylaws of the Surviving Corporation as of theeffective date of merger shall be the Bylaws of the Surviving Corporation.

 

**5.             Shares:**

 

**5.1         **All of the outstanding and issued shares of EAW as ofthe effective date of the merger shall be cancelled, and no new shares ofMackie shall be issued in consideration of such cancellation.  After the effective date of the merger,holders of certificates of shares in EAW shall surrender them to Mackie, or itsduly appointed agent, in such manner as Mackie shall legally require.  Upon receipt of such certificates, Mackieshall cancel the same and duly note the cancellation in the stock ledger ofEAW.

 

**5.2         **All of the outstanding and issued shares of Blackstoneand SIA as of the effective date of the merger shall be reissued to Mackie on ashare for share basis following the merger.

 

**6.             Filing:        **This Plan of Merger shall be filed with the Articlesof Merger to be filed with the Secretary of State of the State of Washington asrequired by the laws of the State of Washington, and with the Articles ofMerger which are required by the laws of the Commonwealth of Massachusetts.

 

**7.             EffectiveDate:          **The effective date of the merger shall bethe last date upon which Articles of Merger are filed with the State ofWashington or the Commonwealth of Massachusetts.

 

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**8.             Abandonment:          **The Board of Directors of either company may, in itsdiscretion, abandon this merger without further action or approval by theshareholders of the company, at any time before the effective date of themerger.

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**9.             Counterparts:           **This Plan of Merger may be executed in any number ofcounterparts, and all such counterparts and copies shall be and constitute anoriginal instrument.

 

**10           GoverningLaw:          **This Plan of Merger shall be construed inaccordance with the laws of the State of Washington and the Commonwealth ofMassachusetts.

 

IN WITNESS WHEREOF, the parties hereto have causedthis Plan of Merger to be executed on this        day of October, 2001.

 
| MACKIE DESIGNS INC. |   |
|---------------------|--------|
|                |   |
|                |   |
| By:                 |   |   |
|                | Title: |   |

 
| EASTERN ACOUSTIC WORKS, INC. |   |
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| By:                          |   |   |
|                         | Title: |   |

 

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