AGREEMENT AND PLAN OF REINCORPORATION MERGER
THIS AGREEMENT AND PLAN OF REINCORPORATION MERGER (the "Agreement"), is
dated as of March 10, 2006 (the "Effective Time of the Merger"), between Espo's,
Ltd. a New York corporation (the "Merged Corporation"), and KMA Global Solutions
International, Inc., a Nevada corporation (the "Surviving Corporation")
(collectively the "Constituent Corporations").
WITNESSETH
WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Nevada, having been incorporated on
March 9, 2005 and maintaining its registered office in the State of Nevada,
Xxxxx County, 0000 Xxxxx Xxxxxxx Xxxxxx, Xx. 000-00, Xxx Xxxxx, Xxxxxx 00000,
with the registered agent of the Surviving Corporation at such office being
Corporate Creations Network, Inc.;
WHEREAS, the Merged Corporation is a corporation duly organized and
existing under the laws of the State of New York, having been incorporated on
September 7, 2001 and presently maintaining its registered office in the State
of New York at 00 Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000;
WHEREAS, the Surviving Corporation has an authorized capitalization
consisting of 200,000,000 voting shares of common stock, $0.001 par value per
share ("Surviving Corporation Common Stock"), and 2,709,223 shares have been
issued and are outstanding and will be issued and outstanding as of the
Effective Time of the Merger; and
WHEREAS, the Merged Corporation has an authorized capitalization
consisting of one hundred million (100,000,000) voting shares of common stock,
no par value per share ("Merged Corporation Common Stock"), and 2,709,223 shares
have been issued and are outstanding and will be issued and outstanding as of
the Effective Time of the Merger; and
WHEREAS, the Boards of Directors of the Constituent Corporations deem it
advisable upon the terms and subject to the conditions herein stated, that the
Merged Corporation be merged with and into the Surviving Corporation, which will
thereafter be known as KMA Global Solutions International, Inc., and that the
Surviving Corporation be the surviving corporation with the outstanding shares
of Merged Corporation Common Stock being converted into shares of Surviving
Corporation Common Stock, such transaction qualifying as a tax-free
reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986,
as amended (the "Merger").
NOW THEREFORE, it is agreed as follows:
1. TERMS.
1.1 Upon the Effective Time of the Merger, Espo's, Ltd. shall be
merged with and into KMA Global Solutions International, Inc., and KMA Global
Solutions International, Inc. shall be the surviving corporation;
1.2 Upon the Effective Time of the Merger, each of the 2,709,223
shares of then outstanding shares of Merged Corporation Common Stock, by virtue
of the Merger shall be deemed cancelled, and without any action on the part of
the holder thereof, shall be converted into shares of Surviving Corporation
Common Stock at the ratio of one (1) share of Surviving Corporation Common Stock
per one (1) share of Merged Corporation Common Stock;
1.3 Each option, warrant, purchase right, unit or other security of
the Merged Corporation, if any, issued and outstanding immediately prior to the
Effective Time of the Merger shall be converted into and shall be an identical
security of the Surviving Corporation, convertible into the right to acquire the
same number of shares of the Surviving Corporation Common Stock as the number of
shares of the Merged Corporation Common Stock that were acquirable pursuant to
such option, warrant, purchase right, unit or other security. The same number of
shares of the Surviving Corporation Common Stock shall be reserved for purposes
of the exercise of such options, warrants, purchase rights, units or other
securities as is equal to the number of shares of the Merged Corporation Common
Stock so reserved as of the Effective Time of the Merger.
1.4 Each share of the Surviving Corporation Common Stock owned by
the Merged Corporation shall no longer be outstanding and shall be cancelled and
retired and shall cease to exist.
1.5 From and after the Effective Time of the Merger, any holder of
outstanding shares of Merged Corporation Common Stock may surrender certificates
representing such shares of Merged Corporation Common Stock in exchange for
certificates registered in the name of such holder representing shares of
Surviving Corporation Common Stock of like amount; provided, however, that if
any certificate representing the shares of Surviving Corporation Common Stock is
to be issued in a name other than that in which the certificate therefor
representing the share of Merged Corporation Common Stock surrendered is
registered, it shall be a condition of such issuance that the certificate so
surrendered shall be properly endorsed with signature Medallion(R) guaranteed or
otherwise in proper form for transfer and that the person requesting such
issuance shall either pay to the Surviving Corporation or its transfer agent(s)
any transfer or other taxes required by reason of the issuance of certificates
representing the shares of Surviving Corporation Common Stock in a name other
than that of the registered holder of the certificate surrendered, or establish
to the satisfaction of the Surviving Corporation or its transfer agent(s) that
such tax has been paid or is not applicable.
2. EFFECTIVE DATE; MERGER ARTICLES/CERTIFICATE.
2.1 This Agreement shall be duly adopted, approved and declared
advisable by the Board of Directors of each of the Constituent Corporations in
accordance with laws of the State of Nevada and the State of New York. The
Agreement shall be submitted for approval to the stockholders of the Surviving
Corporation and the shareholders of the Merged Corporation entitled to vote
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thereon as provided by the applicable laws of the State of Nevada and the State
of New York for such approval. If this Agreement receives the requisite
approvals, it shall be executed in accordance with the laws of the State of
Nevada and the State of New York, and all appropriate filings shall be made with
the Secretary of State of Nevada, the Secretary of the State of New York and
with any other necessary or appropriate governmental authority.
2.2 Subject to the terms and conditions set forth in this Agreement,
(a) Articles of Merger shall be duly executed and acknowledged by
each of the Merged Corporation and the Surviving Corporation, and thereafter the
Articles of Merger reflecting the Merger shall be delivered to the Secretary of
State of the State of Nevada for filing pursuant to Nevada Revised Statutes
92A.200.
(b) A Certificate of Merger shall be duly executed and acknowledged
by each of the Merged Corporation and the Surviving Corporation, and thereafter
the Certificate of Merger reflecting the Merger shall be delivered to the
Secretary of State of the State of New York for filing pursuant to Section 907
of the New York Business Corporation Law.
(c) The Merger shall become effective at such time as a properly
executed and certified copy of the Merger Certificate is duly filed by the
Secretary of State of the State of Nevada and the Secretary of State of the
State of New York, respectively, or such later time as the parties may agree
upon and set forth in the Merger Certificate.
3. COVENANTS AND AGREEMENTS.
3.1 The Merged Corporation covenants that (1) all of the members of
its Board of Directors have approved this Agreement as provided by law; and (2)
it shall submit this Agreement for adoption by vote to its shareholders and that
it will furnish to such shareholders such documents and information in
connection therewith as is required by law.
3.2 The Surviving Corporation covenants and agrees that (1) all of
the members of its Board of Directors have approved this Agreement as provided
by law, (2) it shall submit this Agreement for adoption by vote to its
stockholders and that it will furnish to such stockholders such documents and
information in connection therewith as is required by law, and (3) the Surviving
Corporation will not permit any change in its capital stock prior to the
Effective Time of the Merger without obtaining the prior written consent of the
Merged Corporation.
4. CERTIFICATE OF INCORPORATION AND BYLAWS.
4.1 The certificate of incorporation of KMA Global Solutions
International, Inc. in effect at the Effective Time of the Merger shall be the
certificate of incorporation of the Surviving Corporation following consummation
of the Merger, until amended in accordance with the provisions provided therein
or applicable law.
4.2 The bylaws of KMA Global Solutions International, Inc. in effect
at the Effective Time of the Merger shall be the by-laws of the Surviving
Corporation following consummation of the Merger, until amended in accordance
with the provisions provided therein or applicable law.
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5. OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION.
5.1 The officers of the Merged Corporation at the Effective Time of
the Merger shall, from and after the Effective Time of the Merger, be the
officers of the Surviving Corporation, until their successors have been duly
elected or appointed and qualified, or until their earlier death, resignation or
removal.
5.2 The directors and the members of the various committees of the
board of directors of the Merged Corporation at the Effective Time of the Merger
shall, from and after the Effective Time of the Merger, be the directors and
members of such committees of the Surviving Corporation, serving in the same
classes and capacities, until their successors have been duly elected or
appointed and qualified, or until their earlier death, resignation or removal.
5.3 The corporate governance policies and board committee charters
of the Merged Corporation shall, from and after the Effective Time of the
Merger, be the corporate governance policies and board committee charters of the
Surviving Corporation, until amended in accordance with the governing documents
of the Surviving Corporation or applicable law.
6. AMENDMENT AND TERMINATION.
6.1 At any time prior to the Effective Time of the Merger, this
Agreement may be amended by the Boards of Directors of the Constituent
Corporations to the extent permitted by the laws of the State of Nevada and the
State of New York, notwithstanding favorable action on the Merger by the
stockholders and shareholders of the Constituent Corporations.
6.2 At any time prior to the Effective Time of the Merger, this
Agreement may be terminated or abandoned by the Board of Directors of either of
the Constituent Corporations, notwithstanding favorable action on the Merger by
the stockholders and shareholders of the Constituent Corporations.
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Each of the Constituent Corporations has caused this Agreement to be
executed and sealed by its respective authorized officers, all as of the date
first above written.
Espo's, Ltd.
The Merged Corporation,
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President & Secretary
KMA Global Solutions International, Inc.
The Surviving Corporation,
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President & Chief Executive
Officer
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