EXHIBIT 2.1
SYNERGY BRANDS INC.
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CONSENT OF DIRECTORS
IN LIEU OF MEETING
September 10, 2007
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The undersigned, being all of the directors of Synergy Brands Inc., hereby
consent to, authorize, approve, ratify and adopt the following resolutions as
though done at a formal meeting:
RESOLVED, that this corporation is and be authorized to amend its
certificate of incorporation to increase its authorized stock to 26,000,000
shares consisting of 25,000,000 shares of common stock and 1,000,000 shares of
preferred stock further which preferred stock be divided into 100,000 shares of
Class A Preferred and 900,000 Class B Preferred of which latter preferred
500,000 shares shall continue to be designated Series A Class B Preferred and
250,000 Series B Class B Preferred, the designations, preferences, terms and
condition of all such stock (excepting the number of shares thereof authorized
for issuance as amended as authorized herein) not being changed from its present
status at the date of this consent, and such amendment may be filed in the form
attached to and made a part of this consent, copies of which have been reviewed
and approved by each of the undersigned, such actions to take effect on the
approval by shareholders filing of an information statement with the SEC and
distribution to shareholders, the subsequent filing with the Delaware Secretary
of State of the relevant Amendment to the Company's Certificate of
Incorporation, and such other measures as shall be appropriate and necessary to
comply with applicable regulations.
IMPLEMENTATION.
Resolved, that the proper officers of this corporation be and hereby are
authorized and directed to do or cause to be done any and all such acts and
things and to execute and deliver any and all such further documents and papers
as they may deem necessary or appropriate to carry into effect the full intent
and purpose of the foregoing resolutions including but not limited to obtaining,
and conditioned on obtaining, at least majority consent of the holders of record
as of the date hereof of votes represented by all of the issued and outstanding
stock of this corporation and authorized to vote such securities and as
otherwise required under the applicable laws of the State of Delaware.
/S/ Mair Faibish
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Mair Faibish
/S/ Randall J. Perry
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Randall J. Perry
/S/ William Rancic
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William Rancic
/S/ Frank A. Bellis Jr.
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Frank A. Bellis Jr.
/S/ Lloyd Miller
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Lloyd Miller
/S/ Joel Sebastian
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Joel Sebastian