AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT made the 24th day of March, 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.,
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
-and-
EXCLUSIVE ADVERTISEMENT, INC.,
a corporation incorporated under the laws of the Province of Ontario
(hereinafter referred to as "Exclusive")
OF THE SECOND PART
WHEREAS,
1. The authorized capital stock of LMG consists of 100,000,000 shares of
common stock, two tenths of one cent ($.002) par value, of which approximately
15,000,000 and no more than 16,000,000 shares are issued and outstanding as of
the date hereof;
2. The authorized capital stock of Exclusive consists of an unlimited number
of shares of common stock without par value, of which 100 shares are issued and
outstanding as of the date hereof;
3. The respective Boards of Directors of LMG, and Exclusive have deemed it
advisable and to the advantage of the two corporations that Exclusive merge with
and into LMG upon the terms and conditions herein provided;
4. LMG and Exclusive intend that the merger contemplated hereby qualify as a
tax-free reorganization within the meaning of Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended; and
5. The respective Boards of Directors of LMG and Exclusive have approved this
Agreement and Plan of Merger and have directed that this Agreement and Plan of
Merger be submitted to a vote of the shareholders (for Shareholders) and Board
of Directors (of LMG), respectively.
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, LMG and Exclusive hereby agree to merge in accordance with the
following plan:
1. Merger. Exclusive shall be merged with and into LMG and LMG shall
survive the merger, all as, and with the effect, provided by the corporation
laws of the State of Nevada, the laws of the Province of Ontario and in
accordance with this Agreement and Plan of Merger. As soon as practicable after
the shareholders of each of said corporations shall approve this Agreement and
Plan of Merger, an appropriate Certificate of Merger, or articles or
amalgamation as the case may be (hereinafter "Certificate of Merger"), shall be
signed, verified and delivered for filing with each of the Secretary of the
State of Nevada and the Director appointed by the Minister of Consumer and
Commercial Relations of the Province of Ontario. This agreement shall become
effective for the purposes of all applicable law on the date above first
written. The merger contemplated by this agreement shall become effective
for purposes of all applicable law at the close of business on the date which is
the latest of the dates on which the Certificate of Merger is filed in Nevada
and Ontario (hereinafter referred to as the "Effective Time").
2. Directors and Officers and Governing Documents. The directors and
officers of LMG shall be the same upon the Effective Time as they are for LMG
immediately prior thereto. The Certificate of Incorporation of LMG shall
continue to be the Certificate of Incorporation of LMG as the surviving
corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable laws. The by-laws of LMG, as in effect at
the Effective Time, shall continue to be the by-laws of LMG as the surviving
corporation without charge or amendment until further amended in accordance with
the provisions thereof and applicable laws. The entity created at the Effective
Time representing the merged LMG and Exclusive shall be referred to herein as
the Merged LMG.
3. Rights and Liabilities of LMG and Exclusive. At and after the
Effective Time, the Merged LMG shall possess all of the rights privileges,
immunities and franchises of a public private nature of each of LMG and
Exclusive; any and all property, real, personal and mixed, and any and all debts
due to LMG and Exclusive on whatever account, and all other choses in action,
and all and every other interest of either of the merged corporations shall be
taken and transferred to and vested in the Merged LMG without further act or
deed; and the title to any real estate, or any interest therein, vested in any
of such corporations shall not prevent or be in any way impaired by reason of
the merger.
4. Further Assurances. From time to time, as and when required by the
Merged LMG, there shall be executed and delivered on behalf of LMG and Exclusive
such deeds and other instruments, and there shall be taken or caused to be taken
by it all such further and other action, as shall be appropriate or necessary in
order to vest, perfect or confirm, of record or otherwise, in the Merged LMGI
the title to and possession of powers, franchises and authority of LMG and
Exclusive and otherwise to carry out the purposes of this Agreement and Plan of
Merger, and the officers and directors of LMG and Exclusive are fully authorized
in the name and on behalf of LMG and Exclusive or otherwise to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
5. Stock of Exclusive
(1) Upon the Effective Time, by virtue of this Agreement and Plan of
Merger, and without any action on the part of the holder thereof, all of the 100
issued and outstanding common shares of Exclusive shall be converted into
500,000 issued and fully paid and on-assessable shares of the Common Stock of
the Merged LMG on the basis of one (1) of Exclusive's common shares of 5,000
shares of the Capital Stock of the Merged LMG.
(2) At the end after the Effective Time, each certificate representing
common shares of Exclusive shall be exchanged for a certificates representing
shares of Common Stock of the Merging Corporation. The shares shall be
exchanged on a ratio of one (1) common share of Exclusive to 5,000 shares of
Common Stock in the Merger LMG based upon the representations made herein, and
relied upon by the parties hereto, by Exclusive that its issued and allotted
capital consists of 100 fully paid common shares and by LMG that its issued and
outstanding capital stock consists of approximately 16,988,510 but not more than
18,000,000 shares of Common Stock. Promptly upon such exchange, the Merged LMG
shall cause to be canceled and retired each such certificate representing shares
of Common Stock of Exclusive. Until so exchanged, canceled or returned, each
such certificate, upon and after the Effective Time, shall be deemed for all
purposes, other than the payment of dividends or other distributions, if any, to
shareholders, to represent the number of shares of Common Stock, of Exclusive
represented thereby.
(3) The 500,000 shares of Common Stock in the Merged LMG issued and
allotted to, and exchanged for the 100 common shares of Exclusive held by,
Exclusive's shareholder shall be unrestricted and non-retractable at the
instance of the Merged LMG.
(4) A certificate representing the 500,000 shares of Common Stock in the
Merged LMG shall be exchanged as aforesaid and shall be delivered to the
shareholder so exchanging its shares within twenty-one (21) calendar days of the
Effective Time.
(5) The Merged LMG shall execute and deliver a separate agreement, in the
form attached hereto as Schedule "A" at the Effective Time to give effect to
this section.
(6) The Merged LMG shall execute and deliver a separate agreement, in the
form attached hereto as Schedule "B" at the Effective Time.
(7) The parties hereto agree that notwithstanding anything else herein
contained, this section 5 shall be interpreted in accordance with the laws of
the Province of Ontario and the parties hereto agree and do hereby attorn to the
exclusive jurisdiction of the Courts of the Province of Ontario and the Dominion
of Canada for all matters concerning the rights and obligations of the parties
arising from this Article 5.
6. Stock of LMG. Upon the Effective Time, by virtue of this Agreement
and Plan of Merger, and without any action on the part of the holder thereof,
each share of Common Stock of LMG outstanding immediately prior thereto shall
retain the status of an authorized and issued share of Common Stock of the
Merged LMG.
7. Employee Benefit Plans. As of the Effective Time, the Merged LMG
shall assume all obligations of LMG and Exclusive under any and all employee
benefit plans in effect as of such time or with respect to which employee rights
or accrued benefits are outstanding of such time.
8. Book entries. As of the Effective Time, entries shall be made upon
the books of the Merged LMG in respect of this Agreement and Plan of Merger in
accordance with the following:
(a) The assets and liabilities of Exclusive immediately prior to the
Effective Time shall be recorded on the books of the Merged LMG at the same
amounts at which they were carried on the books of Exclusive immediately prior
to the Effective Time.
(b) There shall be credited as stated capital in respect of the Common
Stock of the Merged LMG the aggregate amount of the value of all shares of
Common Stock of Exclusive pursuant to this Agreement and Plan of Merger.
(c) There shall be credited as surplus in respect of the capital account
of the Merged LMG the excess of (i) the amount of the capital of Exclusive in
respect of the Common Stock o Exclusive, respectively, plus the amount carried
in the Capital Surplus account of Exclusive immediately prior to the Effective
Time over (ii) the amount credited as stated capital in respect of the Common
Stock of Exclusive pursuant to paragraphs (b) and (c) of this Section 8.
(d) There shall be credited as surplus in respect of retained earnings of
the Merged LMG the aggregate of the amount carried in the Retained Earnings
account of Exclusive immediately prior to the Effective Time.
9. Appointment of Agent. The Merged LMG hereby consents to service of
process in the State of Nevada and the Province of Ontario in any action or
special proceeding for the enforcement of any liability or obligation of
Exclusive, and hereby irrevocably appoints the Secretary of State of Nevada and
the Director of Consumer and Commercial Relations (Ontario) as Exclusive's agent
to accept service of process in any action or special proceeding for the
enforcement of any such liability or obligation. The address to which a copy of
such process shall be mailed by the Secretary of State or the
Director _______________________, Attention: Secretary
10. Counterparts. In order to facilitate the filing and recording of this
Agreement and Plan of Merger, the same may be executed in two or more
counterparts, each of which shall be deemed to be an original and the same
agreement.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by the Board of Directors of Light Management Group, Inc. and
Exclusive Advertisement, Inc. have caused this Agreement and Plan of Merger to
be executed by their respective Presidents and attested to by their respective
Secretarys or Assistant Secretarys and their corporate seals to be affixed
hereto as of the date first above written.
Agreed to on behalf of: Agreed to on behalf of:
LIGHT MANAGEMENT GROUP, INC. EXCLUSIVE ADVERTISING, INC.
Signature /s/ Barrington X. Xxxxx c/s Signature /s/ Xxxx X. Xxxx c/s
Name Barrington X. Xxxxx Name Xxxx X. Xxxx
Title COB & CEO Title President
Signature ______________________c/s Signature _____________________c/s
Name _______________________ Name ______________________
Title _______________________ Title ______________________
SCHEDULE "A"
THIS AGREEMENT made the day of _____ 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
- and -
XXXX XXXX HOLDINGS, LTD.
a corporation incorporated under the laws of the Province of Ontario
(hereinafter referred to as "GPH")
OF THE SECOND PART
WHEREAS.
1. LMG is the result of a merger between Light Management Group, Inc., of
Nevada and Exclusive Advertising Inc. ("Exclusive") of Ontario;
2. GPH owned, either absolutely or as trustee for others, all of the issued
and outstanding shares of Exclusive at the time of the merger;
3. GPH exchanged all of its shares in Exclusive for 500,000 shares in the
Common Stock of LMG;
4. GPH would not have consented to the merger or the share exchange unless
certain conditions, set out herein, were or would be fulfilled;
NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein and the payment of $10.00 now made to LMG by GPH, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. The 500,000 shares of Common Stock LMG issued and allotted to, and
exchanged for the 100 common shares of Exclusive held by, GPH shall be
unrestricted and non-retractable at the instance of the Merged LMG.
2. A certificate representing the 500,000 shares of Common Stock in LMGI shall
be exchanged as aforesaid and shall be delivered to GPH within twenty-one (21)
calendar days of the effective time of the merger of Exclusive with LMG.
3. This agreement shall be read and interpreted in accordance with the laws of
the Province of Ontario, Dominion of Canada and the parties hereto agree and do
hereby attorn to the exclusive jurisdiction of the Courts of the Province of
Ontario and the Dominion of Canada.
4. This agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original and the same agreement.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to
authority granted by the Board of Directors of Light Management Group, Inc. and
Xxxx Xxxx Holdings, Ltd. have caused this Agreement to be executed by their
respective Presidents and attested to by their respective Secretarys or
Assistant Secretarys and their corporate seals to be affixed hereto as of the
date first above written.
Agreed to on behalf of: Agreed to on behalf of:
LIGHT MANAGEMENT GROUP, INC. XXXX XXXX HOLDINGS, LTD.
Signature /s/ Barrington X. Xxxxx c/s Signature /s/ Xxxx X. Xxxx c/s
Name _________________________ Name _________________________
Title COB & CEO Title President
Signature _______________________c/s Signature ______________________c/s
Name _________________________ Name _________________________
Title _________________________ Title _________________________
SCHEDULE "B"
THIS AGREEMENT made the day of , 2000
BETWEEN:
LIGHT MANAGEMENT GROUP, INC.,
a corporation organized and existing under the laws of the State of Nevada
(hereinafter referred to as "LMG")
OF THE FIRST PART
- and -
XXXX XXXX
an individual resident in the Province of Ontario
(hereinafter referred to as "Pare")
OF THE SECOND PART
WHEREAS
1. LMG is the result of a merger between Light Management Group, Inc. of
Nevada and Exclusive Advertising Inc. ("Exclusive") of Ontario;
2. Pare contributed capital to Exclusive prior to the merger and has not been
compensated for such contribution;
3. Exclusive would not have consented to the merger unless certain conditions,
set out herein, were or would be fulfilled;
NOW THEREFORE, in consideration of the mutual agreements and covenants set
forth herein and the payment of $10.00 now made to LMG by Pare, the receipt and
adequacy of which is hereby acknowledge, the parties hereto agree as follows:
1. LMG agrees to issue and allot 75,000 shares of Common Stock LMG (the
"Shares") to Gare Pare and to deliver to Xxxx Xxxx a certificate representing
such shares within twenty-one (21) days of the date first above written.
2. The Shares shall be issued, fully paid and non- assessable.
3. The Shares shall be non-retractable at the instance of the Merged LMG.
4. The Shares will be unrestricted save that Xxxx Xxxx cannot sell, transfer,
assign for value or in any way convey the Shares for a period of one full year
from the date first above written.
5. This agreement shall be read and interpreted in accordance with the laws of
the Province of Ontario, Dominion of Canada and the parties hereto agree and do
hereby attorn to the exclusive jurisdiction of the Courts of the Province of
Ontario and the Dominion of Canada.
6. This agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original and the same agreement.
IN WITNESS WHEREOF, Light Management Group, Inc., pursuant to authority
granted by the Board of Directors of Light Management Group, Inc. has caused
this Agreement to be executed by its President and attested to by its Secretary
or Assistant Secretary and its corporate seal to be affixed hereto, and Xxxx
Xxxx has personally executed this Agreement, as of the date first above written.
Agreed to on behalf of
LIGHT MANAGEMENT GROUP, INC. XXXX XXXX
Signature /s/ Barrington X. Xxxxx c/s Signature /s/ Xxxx X. Xxxx
Name Barrington X. Xxxxx Witness ____________________
Title COB & CEO
Signature ______________________c/s
Name ________________________
Title ________________________
