PLAN AND AGREEMENT OF REORGANIZATION by merger of TITAN HOLDINGS, INC. with and into NORTHERN BUSINESS ACQUISITION CORP. under the name of TITAN HOLDINGS, INC.
by
merger of
TITAN
HOLDINGS, INC.
with
and into
NORTHERN
BUSINESS ACQUISITION CORP.
under
the name of TITAN HOLDINGS, INC.
This
is a
Plan and Agreement of Merger dated as of December 15, 2005 (“Plan”) is by and
between TITAN HOLDINGS, INC, an Indiana corporation (the “Merging Corporation”),
and NORTHERN BUSINESS ACQUISITION CORP., a Maryland corporation (the “Surviving
Corporation”). The name of the surviving Maryland corporation will be changed to
TITAN HOLDINGS, INC.
ARTICLE
1. PLAN OF MERGER
1.01
Plan Adopted
A
Plan of
merger of the Merging Corporation and the Surviving Corporation, pursuant to
the
provisions of Chapter 40 of Title 23 of Indiana Code, is adopted as
follows:
(a)
The
Merging Corporation shall be merged with and into the Surviving Corporation,
to
exist and be governed by the laws of the State of Maryland.
(b)
The
name of the Surviving Corporation shall be TITAN HOLDINGS, INC.
(c)
When
this Plan shall become effective, the separate corporate existence of the
Merging Corporation shall cease, and the Surviving Corporation shall succeed,
without other transfer, to all the rights and property of the Merging
Corporation and shall be subject to all the debts and liabilities of the Merging
Corporation in the same manner as if the Surviving Corporation had itself
incurred them. All rights of creditors and all liens on the property of each
constituent corporation shall be preserved unimpaired, limited in lien to the
property affected by the liens immediately prior to the merger.
(d)
The
Surviving Corporation will carry on business with the assets of the Merging
Corporation, as well as with its own assets. The Merging Corporation does not
own any interest in the Surviving Corporation.
(e)
Each
constituent corporation has shares of the following classes and series, in
the
number and with or without voting rights as specified here:
(1)
Titan
Holdings, Inc. has 1,000 authorized shares in the class designated as common
stock, and this class is entitled to vote.
(2)
Northern Business Acquisition Corp. has 150,000,000 shares in the class
designated as common stock, and this class is entitled to vote; 10,000,000
shares in the class designated as preferred stock and this class is entitled
to
vote.
(f)
The
shareholders of the Merging Corporation will surrender all of their shares
in
the manner set forth below.
(g)
In
exchange for the shares of the Merging Corporation surrendered by its
shareholders, the Surviving Corporation will issue and transfer to these
shareholders, on the basis set forth in Article 3 below, shares of its Common
Stock.
(h)
The
shareholders of the Surviving Corporation will retain their shares as shares
of
the Surviving Corporation.
1.02. Effective
Date
The
effective date of the merger (“Effective Date”) shall be the date of filing of
articles of merger by the Secretary of State.
ARTICLE
2. REPRESENTATIONS AND WARRANTIES OF CONSTITUENT
CORPORATIONS
2.01. Merging
Corporation
As
a
material inducement to the Surviving Corporation to execute this Plan and
perform its obligations under this Plan, the Merging Corporation represents
and
warrants to the Surviving Corporation as follows:
(a)
The
Merging Corporation is a corporation duly organized, validly incorporated,
and
in good standing under the laws of the State of Indiana, with corporate power
and authority to own property and carry on its business as it is now being
conducted. It is not qualified as a foreign corporation to transact business
in
any other jurisdiction.
(b)
The
Merging Corporation has an authorized capitalization consisting of one thousand
(1,000) shares of common stock, of which one hundred thirty-five (135) shares
are validly issued and outstanding, fully paid, and nonassessable on the date
of
this Plan.
2.02. The
Surviving Corporation
As
a
material inducement to the Merging Corporation to execute this Plan and perform
its obligations under this Plan, the Surviving Corporation represents and
warrants to the Merging Corporation as follows:
(a)
The
Surviving Corporation is a corporation duly organized, validly incorporated,
and
in good standing under the laws of the State of Maryland, with corporate power
and authority to own property and carry on its business as it is now being
conducted. It is not qualified as a foreign corporation to transact business
in
any other jurisdiction.
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(b)
The
surviving corporation has an authorized capitalization divided into two classes
of shares, namely, 10,000,000 shares of $.001 par value preferred stock and
150,000,000 shares of common stock. As of the date of this Plan, no shares
of
the preferred stock and One Hundred Fifty Thousand (150,000) shares of the
common stock are validly issued and outstanding, fully paid, and
nonassessable.
2.03. Securities
Law
The
parties will mutually arrange for and manage all necessary procedures under
the
requirements of federal and Indiana securities laws and the related supervisory
commissions to the end that this Plan is properly processed to comply with
registration formalities, or to take full advantage of any appropriate
exemptions from registration, and to be otherwise in accord with all antifraud
restrictions in this area.
ARTICLE
3. MANNER OF CONVERTING SHARES
3.01. Manner
The
holders of shares of the Merging Corporation shall surrender their shares to
the
Secretary of the Surviving Corporation promptly after the Effective Date, in
exchange for shares of the Surviving Corporation to which they are entitled
under this Article 3.
3.02. Basis
(a)
The
shareholders of the Merging Corporation shall be entitled to receive One Million
Three Hundred Fifty Thousand (1,350,000) shares of common stock of the Surviving
Corporation, to be distributed on the basis of 10,000 shares for each share
of
common stock of the Merging Corporation.
3.03.
Shares
of Surviving Corporation
The
currently outstanding One Hundred Fifty Thousand (150,000) shares of common
stock of the Surviving Corporation shall remain outstanding as common stock
of
the Surviving Corporation.
ARTICLE
4. DIRECTORS AND OFFICERS
4.01
Directors and Officers of Surviving Corporation
.
On
the
Effective Date, the names of the Directors and principal officers of the
Surviving Corporation who shall hold office until the next annual meeting of
the
shareholders of the Surviving Corporation or until their respective successors
have been elected or appointed and qualified are:
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(a) Director: Xxxxx
Xxxxxxx
(b) Officer: Xxxxx
Xxxxxxx, President, Secretary/Treasurer
ARTICLE
5. ARTICLES AND BYLAWS
5.01. Articles
of Surviving Corporation
The
articles of incorporation of the Surviving Corporation, existing on the
Effective Date of the merger, shall continue in full force as the articles
of
incorporation of the Surviving Corporation until they are altered, amended,
or
repealed as provided in the articles or as provided by law.
5.02. Bylaws
of Surviving Corporation
The
bylaws of the Surviving Corporation, existing on the Effective Date of the
merger, shall continue in full force as the Bylaws of the Surviving Corporation
until they are altered, amended, or repealed as provided in the bylaws or as
provided by law.
ARTICLE
6. NATURE AND SURVIVAL OF WARRANTIES,INDEMNIFICATION, AND EXPENSES OF MERGING
CORPORATION
6.01. Nature
and Survival of Representations and Warranties
All
statements contained in any memorandum, certificate, letter, document, or other
instrument delivered by or on behalf of the Merging Corporation, or by or on
behalf of the Surviving Corporation, pursuant to this Plan shall be deemed
representations and warranties made by the respective parties to each other
under this Plan. The covenants, representations, and warranties of the parties
shall survive for a period of three years after the Effective Date. No
inspection, examination, or audit made on behalf of the parties shall act as
a
waiver of any representation or warranty made under this Plan.
6.02. Indemnification
The
Merging Corporation agrees that on or prior to the Effective Date it shall
obtain from its shareholders an agreement under which the shareholders shall
indemnify and hold harmless the Surviving Corporation against and in respect
of
all damages (as defined in this paragraph) in excess of Five Thousand Dollars
($5,000) in the aggregate. Damages, as used in this paragraph, shall include
any
claim, action, demand, loss, cost, expense, liability, penalty, and other
damage, including, without limitation, counsel fees and other costs and expenses
incurred in investigation, in attempting to avoid damages or to oppose the
imposition of damages, or in enforcing this indemnity, resulting to the
Surviving Corporation from (a) any inaccurate representation made by or on
behalf of the Merging Corporation or its shareholders in or pursuant to this
Plan; (b) breach of any of the warranties made by or on behalf of the Merging
Corporation or its shareholders in or pursuant to this Plan; (c) breach or
default in the performance by the Merging Corporation of any of the obligations
to be performed by it under this Plan; or (d) breach or default in the
performance by the shareholders of any of the obligations to be performed by
them under any plan delivered by them to the Surviving Corporation pursuant
to
this Plan. The shareholders shall reimburse the Surviving Corporation on demand
for any payment made or for any loss suffered by the Surviving Corporation
at
any time after the Effective Date, based on the judgment of any court of
competent jurisdiction or pursuant to a bona fide compromise or settlement
of
claims, demands, or actions, in respect of any damages specified by the
foregoing indemnity. The shareholders shall satisfy their obligations to the
Surviving Corporation by the payment of cash on demand. The shareholders shall
have the opportunity to defend any claim, action, or demand asserted against
the
Surviving Corporation for which it claims indemnity against the shareholders;
provided that (a) the defense is conducted by reputable counsel approved by
the
Surviving Corporation, which approval shall not be unreasonably withheld; (b)
the defense is expressly assumed in writing within ten days after written notice
of the claim, action, or demand is given to the shareholders; and (c) counsel
for the Surviving Corporation may participate at all times and in all
proceedings (formal and informal) relating to the defense, compromise, and
settlement of the claim, action, or demand, at the expense of the Surviving
Corporation.
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6.03. Expenses
The
Merging Corporation will pay all expenses incurred by it and the Surviving
Corporation in connection with and arising out of this Plan and the transactions
contemplated by this Plan, including without limitation all fees and expenses
of
its counsel and accountants (none of which shall be charged to the Surviving
Corporation).
ARTICLE
7. TERMINATION
7.01. Circumstances
This
Plan
may be terminated and the merger may be abandoned at any time prior to the
Effective Date notwithstanding the approval of the shareholders of either of
the
constituent corporations:
(a)
By
mutual consent of the Board of Directors of the constituent
corporations.
(b)
At
the election of the Board of Directors of either constituent corporation
if:
(1)
The
number of shareholders of either constituent corporation, or of both, dissenting
from the merger shall be so large as to make the merger, in the opinion of
either Board of Directors, inadvisable or undesirable.
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(2)
Any
material litigation or proceeding shall be instituted or threatened against
either constituent corporation, or any of its assets, that, in the opinion
of
either Board of Directors, renders the merger inadvisable or
undesirable.
(3)
Any
legislation shall be enacted that, in the opinion of either Board of Directors,
renders the merger inadvisable or undesirable.
(4)
Between the date of this Plan and the Effective Date, there shall have been,
in
the opinion of either Board of Directors, any materially adverse change in
the
business or condition, financial or otherwise, of either constituent
corporation.
(c)
At
the election of the Board of Directors of the Merging Corporation if the
Commissioner of Internal Revenue shall not have ruled, in substance, that for
federal income tax purposes the merger will qualify as a reorganization under
Section
368(a)(1)(A) of the Internal Revenue Code
of 1986
and that no gain or loss will be recognized to its shareholders on the exchange
of their common stock for stock of the Surviving Corporation.
(d)
At
the election of the Board of Directors of the Surviving Corporation if without
its prior consent in writing, the Merging Corporation shall have:
(1)
Declared or paid a cash dividend on its common stock or declared or paid any
other dividend or made any other distribution on its shares.
(2)
Created or issued any indebtedness for borrowed money.
(3)
Entered into any transaction other than those involved in carrying on its
business in the usual manner.
7.02.
Notice
of and Liability on Termination
If
an
election is made to terminate this Plan and abandon the merger:
(a)
The
President or any Vice President of the constituent corporation whose Board
of
Directors has made the election shall give immediate written notice of the
election to the other constituent corporation.
(b)
On
the giving of notice as provided in Subparagraph (a), this Plan shall terminate
and the proposed merger shall be abandoned, and except for payment of its own
costs and expenses incident to this Plan, there shall be no liability on the
part of either constituent corporation as a result of the termination and
abandonment.
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ARTICLE
8. INTERPRETATION AND ENFORCEMENT
8.01.
Further
Assurances
The
Merging Corporation agrees that, as and when requested by the Surviving
Corporation or by its successors or assigns, it will execute and deliver or
cause to be executed and delivered all deeds and other instruments. The Merging
Corporation further agrees to take or cause to be taken any further or other
actions that the Surviving Corporation may deem necessary or desirable to vest
in, to perfect in, or to conform of record or otherwise to the Surviving
Corporation title to and possession of all the property, rights, privileges,
powers, and franchises referred to in Article 1 of this Plan, and otherwise
to
carry out the intent and purposes of this Plan.
8.02.
Notices
Any
notice or other communication required or permitted under this Plan shall be
properly given when deposited with the United States Postal Service for
transmittal by certified or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal, charges prepaid, addressed
as
follows:
(a)
In
the case of the Merging Corporation, to:
Xxxxx
Xxxxxxx
0000
Xxxxx 000 Xxxx
Xxxxxx,
XX 00000
(b)
In
the case of the Surviving Corporation, to:
Xxxx
X.
Xxxxxx
00
Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
8.03.
Entire
Plan; Counterparts
This
Plan
and the exhibits to this Plan contain the entire plan between the parties with
regard to the contemplated transaction. This Plan may be executed in any number
of counterparts, all of which taken together shall be deemed one
original.
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remainder of this page intentionally left blank]
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8.04.
Controlling
Law
The
validity, interpretation, and performance of this Plan shall be governed by,
construed, and enforced in accordance with the laws of the State of
Indiana.
IN
WITNESS WHEREOF, this Plan was executed as of December15, 2005.
| TITAN HOLDINGS, INC. | |||
| By /s/ | |||
|
Xxxxx X. Xxxxxxx, President
|
|||
| NORTHERN BUSINESS ACQUISITION CORP. | |||
| By /s/ | |||
|
Xxxx Xxxxxx, President
|
NORTHERN
BUSINESS ACQUISITION CORP.
I,
in
my capacity as Secretary of Northern Business Acquisition
Corp. attest, under penalty of perjury, that Northern Business
Acquisition was authorized by its board of directors to enter into the
foregoing "Plan and Agreement of Reorganization by merger of Titan Holdings,
Inc. with and into Northern Business Acquisition Corp. under the name of Titan
Holdings, Inc."
| By: /s/ | |||
|
Xxxx Xxxxxx, Secretary
|
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