AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of December
12, 2001, between Amexdrug Corporation, a California corporation ("Amex CA") and
Amexdrug Corporation, a Nevada corporation ("Amex NV").
WITNESSETH
WHEREAS, the Board of Directors of Amex CA have deemed it to be in the
best interest of Amex CA to change its domicile from the state of California to
the state of Nevada; and
WHEREAS, Amex CA has authorized an capitalization of 10,000,000 shares
of common stock, $.001 par value ("Amex CA Common Stock") of which, 1,049,398
were issued and outstanding as of December 11, 2001; and
WHEREAS, Amex NV has an authorized capitalization of 50,000,000 shares
of common stock, $.001 par value ("Amex NV Common Stock") of which, 100 shares
were issued and outstanding as of December 11, 2001; and
WHEREAS, the Board of Directors of Amex CA and Amex NV, deem it
advisable for Amex CA to merge with and into Amex NV in accordance with the
provisions of the California Corporations Code and the Nevada Revised Statutes.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, Amex CA and Amex NV
agree that Amex CA shall merge with and into and Amex NV. Amex NV shall be the
corporation surviving the Merger and the terms and conditions of the Merger, the
mode of carrying it into effect and the manner and basis of converting shares in
Merger shall be as follows:
ARTICLE I
The Merger
(a) Subject to and in accordance with the provisions of this Agreement,
Articles of Merger shall be executed by Amex CA and Amex NV and filed in the
Offices of the Secretary of States of the State of California and the State of
Nevada as provided in Section 1108 of the California Corporations Code and
Section 92A.200 of the Nevada Revised Statutes, respectively.
(b) The Merger shall become effective at the time ("Effective Time") of
filing of the Certificate of Merger with the Secretary of State of Nevada in
accordance with Section 92A.240 of the Nevada Revised Statutes.
(c) At the Effective Time, Amex CA shall be merged with and into Amex
NV. Amex NV shall be designated as the surviving corporation and shall continue
its corporate existence
under the laws of the State of Nevada and the separate existence of Amex CA
shall cease (Amex CA and Amex NV are referred to herein as the "Constituent
Corporations" and Amex NV, the corporation designated as the surviving
corporation, is referred to herein as the "Surviving Corporation").
(d) Prior to and after the Effective Time, Amex CA and Amex NV,
respectively shall take all such action as may be necessary or appropriate in
order (i) to effect the Merger, and (ii) thereafter carry out the purposes of
this Agreement to vest in the Surviving Corporation all the rights, privileges,
immunities and franchises, as of a public or a private nature, of each
Constituent Corporation; and all property, real, personal and mixed, and all
debts and all choses in action, and all and every other interest of or belonging
to or due to, each Constituent Corporation, and the officers and Directors of
each Constituent Corporation as of the Effective Time shall take all such
action.
ARTICLE II
Terms of Conversion of Shares
Shares of Amex CA Common Stock may be converted to shares of Amex NV
Common stock on a one share for one share basis.
ARTICLE III
Articles of Incorporation and By-Laws
(a) From and after the Effective Time, the Articles of Incorporation of
Amex NV as in effect immediately prior to the Effective Time shall be and
continue to be the Articles or Incorporation of the Surviving Corporation until
amended.
ARTICLE IV
Directors and Officers
The persons who are Directors and officers of Amex NV immediately prior
to the Effective Time shall continue as the Directors and officers,
respectively, of the Surviving Corporation and shall continue to hold office as
provided in the By-Laws of the Surviving Corporation. If, at or following the
Effective Time, a vacancy shall exist in the Board of Directors or in the
position of any officer of the Surviving Corporation, such vacancy may be filled
in the manner provided in the By-Laws of the Surviving Corporation.
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ARTICLE V
Stock Certificates
Following the Effective Time, each holder of an outstanding certificate
or certificates theretofore representing shares of Amex CA Common Stock may, but
shall not be required to, surrender the same to Amex NV for cancellation and
exchange or transfer, and each such holder or transferee thereof will be
entitled to receive a certificate of certificates representing the same number
of shares of Amex NV Common Stock as the number of shares of Amex CA Common
Stock previously represented by the stock certificate or certificates
surrendered. Until so surrendered for cancellation and exchange or transfer,
each outstanding certificate which, prior to the Effective Time, represented
shares of Amex CA Common Stock shall be deemed and treated for all corporate
purpose to represent the ownership of the same number of the shares of Amex NV
as though such surrender for cancellation and exchange or transfer thereof had
taken place. The stock transfer books for Amex CA Common Stock shall be deemed
to be closed at the Effective Time, and no transfer of shares of Amex CA Common
Stock outstanding immediately prior to the Effective Time shall thereafter be
made on such books. Following the Effective Time, the holders of certificates
representing Amex CA outstanding immediately before the Effective Time shall
cease to have any rights with respect to stock of the Surviving Corporation and
their sole rights shall be with respect to the Amex NV Common Stock into which
their shares of Amex CA Common Stock shall have been converted in the Merger.
ARTICLE VI
Conditions to the Merger
Consummation of the Merger is subject to the satisfaction of the
following conditions:
(a) The Merger shall have received such approval of the Board of
Directors and shareholders of each Constituent Corporation entitled to vote
thereon as is required by the California Corporations Code, the Nevada Revised
Statutes and the Articles of Incorporation of each Constituent Corporation.
(b) The Amex CA and Amex NV shall have fulfilled all statutory
requirements for the valid consummation of the Merger.
(c) Amex CA and Amex NV shall have furnished corporate resolutions
and/or other documentary evidence satisfactory to counsel for each that this
Agreement has properly been submitted to and received approval from the Board of
Directors of each party as required by applicable law.
ARTICLE VII
Amendment, Waiver and Termination
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(a) Amex CA and Amex NV by mutual consent of their respective Boards of
Directors may amend, modify or supplement this Agreement or waive any condition
set forth in Article VI hereof in such manner as may be agreed upon by them in
writing, at any time before or after approval of this Agreement by the
shareholders of Amex CA, but not after the time that the Articles of Merger are
filled with the Nevada Secretary of State ("Filing Time"); provided, however,
that no such amendment, modification, supplement or waiver shall, in the sole
judgment of the Board of Directors of Amex CA, materially adversely affect the
rights of the shareholders of Amex CA.
(b) Consummation of the Merger may be deferred by the Boards of
Directors of either party or any authorized officer of either party for a
reasonable period of time if said Board or officer determines such deferral
would be in the best interest of its respective corporation or its shareholders.
(c) This Agreement may be terminated and the Merger and other
transactions herein provided for abandoned at any time prior to the Filing Time,
whether before or after approval of this Agreement by the shareholders of Amex
CA, by action of the Board of Directors of Amex CA, by the shareholders of Amex
NV or by action of the Board of Directors of Amex NV if said Board of Directors
determines for any reason that the consummation of the transactions herein
provided for would for any reason be inadvisable or not in the best interests of
Amex CA, Amex NV or their respective shareholders.
ARTICLE VIII
Miscellaneous
(a) This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
(b) This Agreement shall be governed by, and construed in accordance
with the laws of the State of Nevada.
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IN WITNESS WHEREOF, Amex CA and Amex NV pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards of
Directors, have each caused this Agreement and Plan of Merger to be executed by
its President.
AMEXDRUG CORPORATION,
a California corporation
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx, President
AMEXDRUG CORPORATION,
a Nevada corporation
/s/ Xxxx Xxxx
----------------------------
Xxxx Xxxx, President
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