ARTICLES OF MERGER
COMES NOW, iChargeit, Inc., a Nevada Corporation, and Para-Link, Inc.,
a Texas Corporation, and files this Articles of Merger pursuant to the
requirements of the State of Texas and of the State of Nevada and as required
therein would show:
1. The Plan and Agreement of Merger, under the terms and conditions of
which iChargeit, Inc., a Nevada corporation, is merged into Para-Link, Inc., a
Texas corporation is attached hereto as EXHIBIT "1" and made a part hereof.
2. As to iChargeit, Inc., a Nevada corporation, the number of shares
outstanding is 25,000,000 shares of common stock. The only class of stock issued
and outstanding of such corporation is common stock. The par value of such
common stock is $.001 per share. No shares of any class are entitled to vote as
a class.
As to Para-Link, Inc., a Texas corporation, the number of shares of
common stock outstanding is 1,343,655 as of January 10, 1999. Pursuant to the
Plan and Agreement of Merger, (the plan) the number of outstanding shares of
common stock will be 5,343,655 shares. Such stock has a par value of $.001.
The only class of stock issued and outstanding of such corporation is common
stock.
3. As to iChargeit, Inc., a Nevada corporation, 4,000,000 shares of
common stock voted for the Plan of Merger and no shares voted against such Plan.
As to Para-Link, Inc., a Texas corporation, 1,343,655 shares
voted for the Plan of Merger and no shares voted against such Plan. No shares
of any class are entitled to vote as a class.
4. The Plan of Agreement and Merger as to Para-Link was duly authorized
by all action required by the laws of Texas and by it constituents documents;
this Agreement as to iChargeit was duly authorized by all action required by the
laws of Nevada and by it constituents documents.
5. Copies of the Plan of Exchange shall be provided to any shareholder
of Para-Link, Inc. or iChargeit, Inc., without charge, upon written request by
such shareholder.
6. The agent for service of process of Para-Link, Inc., a Texas
corporation shall be Xxxxxx X. XxXxxx, Esq., 0000 Xxxxxx Xxxxx, Xxxx Xxxxx,
Xxxxx 00000.
7. The forwarding agent for service of process of iChargeit, Inc., a
Nevada corporation shall be Xxxxxx X. XxXxxx, Esq., 0000 Xxxxxx Xxxxx, Xxxx
Xxxxx, Xxxxx 00000.
IN WITNESS WHEREOF, these Articles of Xxxxxx are executed this 26th day
of May, ratifying these Articles of Merger effective as of the 10th day of
March, 1999 by iChargeit, Inc., a Nevada corporation, and Para-Link, Inc., a
Texas corporation, each acting by and through their duly authorized officers.
(seal) ICHARGEIT, INC.
By:
----------------------------------------
Xxxxx Xxxxx, President and Secretary
(seal) PARA-LINK, INC.
By:
----------------------------------------
Xxxxxx Xxxxxxxx, President and Secretary
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EXHIBIT "A"
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
This day personally appeared before me, a Notary Public in and for the
county and state heretofore mentioned, Xxxxx Xxxxx, with whom I am personally
acquainted, and who acknowledged to me that he executed and delivered the
foregoing Articles of Merger on behalf of iChargeit, Inc., pursuant to authority
granted by its Board of Directors.
Given under my hand and official seal of office on the _____ day of
________, 1999.
----------------------------------
Notary Public
My Commission Expires:
----------------------
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
This day personally appeared before me, a Notary Public in and for the
county and state heretofore mentioned, Xxxxxx Xxxxxxxx, with whom I am
personally acquainted, and who acknowledged to me that he executed and delivered
the foregoing Articles of Merger on behalf of Para-Link, Inc. pursuant to
authority granted by its Board of Directors.
Given under my hand and official seal of office on the ______ day of
__________, 1999.
----------------------------------
Notary Public
My Commission Expires:
----------------------
PLAN AND AGREEMENT OF MERGER
ICHARGEIT, INC.
INTO
PARA-LINK, INC.
PLAN AND AGREEMENT OF MERGER ("Agreement"), dated as of March 10, 1999,
by and between iChargeit, Inc., a Nevada Corporation ("iChargeit") and
Para-Link, Inc., a Texas Corporation ("Para-Link").
R E C I T A L S :
A. iChargeit, Inc. is a corporation duly organized and validly existing
under the laws of the State of Nevada, having been incorporated on January 6,
1999 under that name;
B. Para-Link, Inc. is a corporation duly organized and validly existing
under the laws of the State of Texas, having been incorporated on January 22,
1997 in the state of Texas under that name;
C. The authorized capital stock of iChargeit, Inc. consists of
25,000,000 shares of Common Stock, $.001 par value per share, of which 4,000,000
shares are outstanding;
D. The authorized capital stock of Para-Link consists of Fifty Million
shares of Common Stock, such Common Stock having a par value of $.001, of which
Six Million Seven Hundred Eighteen Thousand Two Hundred Seventy-Five (6,718,275)
shares of Common Stock of $.001 par value were outstanding until a 5 for 1
reverse split with record date of February 9, 1999 and an effective date of
February 10, 1999 lowered the outstanding Common Stock to One Million Three
Hundred Forty-Three Thousand Six Hundred Fifty-Five (1,343,655) shares; an
additional 184,000 shares of Common Stock were issued for services and salaries
on March 4, 1999, further 4,000,000 will be issued to complete the share
exchange between HerbRx, Inc., a Nevada Corporation ("HerbRx") and Para-Link,
wherein HerbRX became a wholly-owned subsidiary of Para-Link, Inc. The
Principals of HerbRx, Inc., as consideration for spinning off HerbRx as its own
public corporation at a future date, agree to tender the shares they receive to
the iChargeit Principals for completion of the spin off of the HerbRx, Inc.
subsidiary, at such time the HerbRx Principals will be issued 4,000,000 common
shares of HerbRx.
E. The Board of Directors of both Corporations deem it advisable for
the general welfare and advantage of their Corporations and their respective
shareholders that iChargeit merge into Para-Link pursuant to this Agreement and
pursuant to the applicable provisions of the laws of the State of Texas ) the
"Merger").
NOW, THEREFORE, in consideration of the premises and the terms
hereinafter set forth, it is agreed as follows:
1. MERGER. At Effective Time of Merger, the separate existence of
iChargeit, Inc. shall cease and iChargeit, Inc., shall be deemed to have merged
with and into Para-Link, Inc. The "Effective Time of Merger" shall be that date
on which articles of merger substantially in the form of EXHIBIT "A", which is
attached hereto and incorporated herein by reference, are filed in the office of
the Secretary of the State of Texas and in the office of the Secretary of State
of the State of Nevada, all after satisfaction of the respective requirements of
applicable laws of said states prerequisite to such filings. Para-Link shall be
the surviving corporation and shall complete a name change to iChargeit, Inc. (a
Texas corporation) after the merger.
2. DIRECTORS AND OFFICERS OF PARA-LINK, INC. The Board of Directors of
Para-Link consists of 1 director, each of whom shall hold office until the
annual meeting of the shareholders of the Para-Link to be held in 1999. The
names and addresses of the directors of the Para-Link are:
Name Address
---- -------
Xxxxxx Xxxxxxxx 7642 Pebble
Fort Worth, Texas 76181
The principal officers of Para-Link, each of whom shall hold office
until his of her successor has been duly appointed or elected, are:
Office Name Address
------ ---- -------
Chairman of the Board, President, Xxxxxx Xxxxxxxx 7642 Pebble
Treasurer & Secretary Fort Worth, Texas 76181
3. CONVERSION OF SHARES IN THE MERGER. The manner and basis of
converting the shares of the iChargeit into shares of Para-Link shall be as
follows:
A. CONVERSION OF PARA-LINK, INC. COMMON STOCK. None of the Common
Stock of Para-Link, Inc. shall be converted at the Effective Time of Merger
but shall remain issued shares of Common Stock of Para-Link.
B. ICHARGEIT, INC. COMMON STOCK. At Effective Time of Merger, all
of the shares of iChargeit, Inc. Common Stock shall be surrendered to
Para-Link as payment for the merger and 4,000,000 shares of Para-Link Common
Stock from the HerbRx Principals will be distributed as soon as practicable
to the iChargeit shareholders who are shareholders on the Effective Date of
the Merger according to a percentage formula of ownership to issued shares.
C. SURRENDER OF ICHARGEIT, INC. STOCK. As soon as practicable
after the Effective Time of Merger, the stock certificates representing
common stock of iChargeit, Inc. shall be tendered to Para-Link as stated
above. Until so surrendered for exchange, each such stock certificate
nominally representing Common Stock of Para-Link shall be deemed for all
corporate purposes (except for payment of dividends, which shall be subject
to the exchange of stock certificates as provided above) to evidence the
number of shares of Common Stock of Para-Link which the holder thereof would
be entitled to receive upon its surrender to the Para-Link.
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D. FRACTIONAL INTERESTS. No fractional shares of the Common Stock
of Para-Link or certificate of scrip representing the same shall be issued.
In lieu of fractional interests, each holder of a fractional interest in a
share of Common Stock shall be entitled to payment of the fair market value
thereof by Para-Link. Any payment due to a fractional interest shall be paid
on demand in cash and shall be paid by the transfer agent from funds advanced
by Para-Link.
E. RESTRICTION ON TRANSFER. All Stock of HerbRx, Inc. which
converts into Common Stock of Para-Link is issued without being registered
under the Securities Act of 1933, as amended (the "Act") in reliance upon the
exemption from registration afforded by the Act. All such shares will thus be
"restricted securities" as such term is defined in Rule 144 of the General
Rules of the Securities and Exchange Commission as promulgated under the Act,
and, as such, may be sold only in compliance with Rule 144 or pursuant to a
registration statement or other exemption from such registration.
4. EFFECT OF MERGER. At the Effective Time of Merger of iChargeit,
Inc., a Nevada corporation and Para-Link, Inc., a Texas corporation, Para-Link,
Inc., which shall complete a name change to become iChargeit, Inc., a Texas
corporation, shall succeed to, without other transfer, and shall possess and
enjoy, all the rights, privileges, immunities, powers and franchises both of a
public and a private nature, and be subject to all the restrictions,
disabilities and duties of each of the corporations, and all the rights,
privileges, immunities, powers and franchises of each of the corporations and
all property real, personal and mixed, and all debts due to either of said
corporations on whatever account, for stock subscriptions as well as for all
other things in action or belonging to each of said corporations shall be vested
in Para-Link as they were of the respective corporations, and the title to any
real estate vested by deed or otherwise in either of said corporations shall not
revert or be in any way impaired by reason of the Merger; provided, however,
that all rights of creditors and all liens upon any property of either of said
corporation, shall be preserved unimpaired, limited in lien to the property
affected by such liens at the effective time of Merger, and all debts,
liabilities and duties of said Corporations, respectively, shall thenceforth
attach to Para-Link and may be enforced against it to the same extent as if said
debts, liabilities and duties had been incurred or contracted by iChargeit.
5. CONDITIONS PRECEDENT TO MERGER. Notwithstanding anything herein to
the contrary, the Merger is expressly conditioned on each of the following
events or actions transpiring or occurring on or before the Effective Time of
Merger:
A. The financial statements of iChargeit delivered to Para-Link
in accordance with this Agreement herein reveal no liabilities or claims or
any nature whatsoever and Para-Link has no basis to conclude that any such
liabilities or claims exist;
B. All filing fees which are due and owing by iChargeit to be in
good standing with the State of Nevada shall be paid iChargeit;
C. Para-Link shall provide at iChargeit's cost all of the
necessary documents to list the stock with Standard and Poor's;
D. The Common Stock of Para-Link shall be listed as an OTC
bulletin board stock for over the counter trading;
3
E. Para-Link shall, at iChargeit's cost, complete and update all
state and federal security filings, including but not limited to a 15c 2-11;
F. Para-Link shall have received audited financial statements
prepared by an independent certified public accountant for iChargeit;
G. All loans of Para-Link and its subsidiary, HerbRx, Inc., will
be repaid by iChargeit, Inc. as consideration for merging with Para-Link, not
to exceed $50,000.00; and
H. The Para-Link subsidiary, HerbRx, Inc., as consideration for
iChargeit merging into Para-Link, will be spun off as its own public separate
entity at a future time.
6. ACCOUNTING MATTERS. The assets and liabilities of the Corporations
as at the Effective Time of Merger, shall be recorded on the books of Para-Link
at the amounts at which they were carried at that time on the books of the
respective Corporations.
7. APPROVAL OF SHAREHOLDER; FILING ARTICLES OF MERGER. This Merger
shall be submitted to the shareholders of each of the Corporations as provided
by their respective articles of incorporation at meetings which shall be held on
or before March 10, 1999, or such later date as the Boards of Directors of the
Corporations shall mutually approve. After such adoption and approval, and
subject to the conditions contained in the Agreement, Articles of Merger in
substantially the form attached hereto as EXHIBIT "A" shall be signed, verified
and delivered to the Secretary of State of Texas and to the Secretary of State
of the State of Nevada for filing.
8. ACTIONS AUTHORIZED BY ALL ACTION REQUIRED BY THE LAWS OF TEXAS AND
NEVADA. This Agreement as to Para-Link was duly authorized by all action
required by the laws of Texas and by its constituents documents; this Agreement
as to iChargeit was duly authorized by all action required by the laws of Nevada
and by it constituents documents.
9. ICHARGEIT REPRESENTATIONS AND WARRANTIES. iChargeit represents and
warrants to Para-Link as Follows:
A. ORGANIZATION. iChargeit is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
iChargeit has the corporate power to carry on its business as it is now being
conducted and is qualified to do business in every jurisdiction in which the
character and location of the assets owned by it or the nature of the
business transacted by it require qualification.
B. CAPITALIZATION. iChargeit's capitalization consist of
25,000,000 authorized shares of Common Stock (.001 par value per share), of
which 4,000,000 shares are issued and outstanding as of the date of this
Agreement. Each issued share is validly issued, fully paid, non-assessable
and each outstanding share is entitled to one vote. No options are
outstanding as of the date of this Agreement with respect to any shares of
iChargeit Stock.
10. FINANCIAL STATEMENTS DELIVERED BY ICHARGEIT TO PARA-LINK. iChargeit
has delivered to Para-Link:
(I) Copies of its audited balance sheets and income statements for
February, 1999.
4
All of such financial statements are true and complete and have been
prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods indicated, except as otherwise
indicated in the notes thereto. Each of such balance sheets presents a true and
complete statement as of its date of the financial condition and assets and
liabilities of iChargeit. Except as and to the extent reflected or reserved
against therein (including the notes thereto), iChargeit did not have, as of the
date of each such balance sheet, any liabilities or obligations (whether
accrued, absolute, contingent or otherwise) of a nature customarily reflected in
a corporate balance sheet or the notes thereto, prepared in accordance with
generally accepted accounting principles. Each such statement of earnings and
retained earnings presents a true and complete statement of the results of
operations by iChargeit for the periods indicated.
11. PARA-LINK WARRANTIES AND REPRESENTATIONS TO ICHARGEIT. Para-Link
represents and warrants to iChargeit as follows:
A. ORGANIZATION. Para-Link is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas.
Para-Link has the corporate power to carry on its business as it is now being
conducted and is qualified to do business in every jurisdiction in which the
character and location of the assets owned by it or the nature of the
business transacted by it require qualification.
B. CAPITALIZATION. The authorized capital stock of Para-Link is
Fifty Million shares of Common Stock, such Common Stock having a par value of
.001, of which Six Million Seven Hundred Eighteen Thousand Two Hundred
Seventy-Five (6,718,275) shares of Common Stock of .001 par value were
outstanding until a 5 for 1 reverse split with record date of February 9,
1999 and an effective date of February 10, 1999 lowered the outstanding
Common Stock to One Million Three Hundred Forty-Three Thousand Six Hundred
Fifty-Five (1,343,655) shares, an additional 4,000,000 will be issued to
complete the HerbRx, Inc. merger; and the Principals of HerbRx, Inc. agree to
tender the shares they receive to the iChargeit Principals for completion of
the spin off of the HerbRx, Inc. subsidiary at the time of the spin off. Each
issued share is validly issued, fully paid, nonassessable and each
outstanding share is entitled to one vote. No options are outstanding as of
the date of this Agreement with respect to any shares of Para-Link Stock.
12. FINANCIAL STATEMENTS DELIVERED BY PARA-LINK TO ICHARGEIT. Para-Link
has delivered to iChargeit:
(I) Copies of its balance sheets and income statements for the period
ending December 31, 1998 all audited by Xxxxxxx Xxxxx, independent certified
public accountant.
All of such financial statements are true and complete and have been
prepared in accordance with generally accepted accounting principles
consistently followed throughout the periods indicated, except as otherwise
indicated in the notes thereto. Each such balance sheets presents a true and
complete statement as of its date of the financial condition and assets and
liabilities of Para-Link. Except as and to the extent reflected or reserved
against therein (including the notes thereto), Para-Link did not have, as of
the date of each such balance sheet, any liabilities or obligations (whether
accrued, absolute, contingent or otherwise) of a nature customarily reflected
in a corporate balance sheet or the notes thereto, prepared in accordance
with generally accepted accounting principles. Each such statement of
earnings and retained earnings presents a true and complete statement of the
results of operations by Para-Link for the periods indicated.
5
13. PROHIBITED ACTIONS OF BOTH CORPORATIONS. Between the date hereof
and the Effective Date of Merger, neither iChargeit nor Para-Link will
without the prior written consent of the other: (a) issue or sell any stock
or other corporate securities; (b) incur any obligation or liability
(absolute or contingent), except current liabilities already incurred, and
obligations under contracts entered into in the ordinary course of business;
(c) discharge or satisfy any lien or encumbrance or pay any obligation or
liability (absolute or contingent), other than current liabilities shown on
their respective balance sheets, and current liabilities incurred since this
date in the ordinary course of business; (d) make any dividend or other
payment of distribution to its shareholders or purchase or redeem shares of
its capital stock; (e) mortgage, pledge, create a security interest in or
subject to lien or other encumbrance any of its assets, tangible or
intangible; (f) sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course of business; (g)
sell, assign, or transfer any trademark, trade name, patent, or other
intangible asset; (h) waive any right of any substantial value; or (i) enter
into any transaction other than in the ordinary course of business.
14. CONDITIONS TO MERGE. Notwithstanding anything herein to the
contrary, the Merger shall not be made effective if prior to the Effective Time
of Merger:
A. The Boards of Directors of iChargeit and Para-Link elect
that it shall not be made effective, or
B. The holders of a sufficiently large number of Common Shares of
Para-Link shall have objected to the merger so as to render it inadvisable,
in the opinion of the Board of Directors of iChargeit to proceed with the
merger, or
C. If any material litigation shall be pending or threatened
against of affecting iChargeit or Para-Link, or any of their respective
assets, or the merger, which in the judgement of the Board of Directors of
either iChargeit or Para-Link renders it inadvisable to proceed with the
merger.
If the Board of Directors of either iChargeit or Para-Link elects that
the merger shall not be made effective as provided in this section, notice shall
be given to the other, and thereupon, or upon the election of both such Boards
of Directors that the merger shall not be made effective as provided in
subparagraph "A" of this Section 16, this Agreement shall become wholly void and
of no effect and there shall be no liability on the part of either iChargeit or
Para-Link or their respective Boards of Directors or shareholders.
15. FURTHER DOCUMENTS. To the extent permitted by law, from time to
time, as and when requested by Para-Link or by its successors or assigns,
iChargeit shall execute and deliver, or cause to be executed and delivered, all
such deeds and instruments, and to take, or cause to be taken, such further or
other action as Para-Link may deem necessary or desirable, in order to vest in
and confirm to Para-Xxxx xxxxx to, and possession of, any property of iChargeit
acquired by reason of or as result of the Merger, and otherwise to carry out the
intent and purposes hereof; and the proper officers and directors of Para-Link
and the proper officers and directors of Para-Link are fully authorized, in the
name of Para-Link or otherwise, to take any and all such action.
16. EXPENSES. Should this Agreement be terminated prior to the
Effective Time of Merger each Corporation shall bear its own expenses. In the
event that the Merger is consummated,
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iChargeit shall pay all legal expenses actually incurred by Para-Link in
consummation of the Merger provided that such legal expense shall not exceed
the sum of $2,500.
EXECUTED this 26th day of May, 1999, ratifying this Agreement as of the
day and year first above written.
(seal) iChargeit, Inc.
ATTEST By:
----------------------------------------
Xxxxx Xxxxx, President and Secretary
(seal) Para-Link, Inc.
ATTEST By:
----------------------------------------
Xxxxxx Xxxxxxxx, President and Secretary
7
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
This day personally appeared before me, a Notary Public in and for the
county and state heretofore mentioned, Xxxxx Xxxxx, with whom I am personally
acquainted, and who acknowledged to me that he executed and delivered the
foregoing Articles of Merger on behalf of iChargeit, Inc., pursuant to authority
granted by its Board of Directors.
Given under my hand and official seal of office on the _____ day of
________, 1999.
----------------------------------
Notary Public
My Commission Expires:
----------------------
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
This day personally appeared before me, a Notary Public in and for the
county and state heretofore mentioned, Xxxxxx Xxxxxxxx, with whom I am
personally acquainted, and who acknowledged to me that he executed and delivered
the foregoing Articles of Merger on behalf of Para-Link, Inc. pursuant to
authority granted by its Board of Directors.
Given under my hand and official seal of office on the ______ day of
__________, 1999.
----------------------------------
Notary Public
My Commission Expires:
