EXHIBIT 10.2
Exhibit A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of March 31, 2000,
is among Zee, Inc., a Wyoming corporation ("Company"), and Callmate Telecom
International, Inc., a Florida corporation (the "Parent") (collectively
"Constituent Corporations").
WHEREAS, Parent owns 100% of the shares of the Company and the parties
thereto have agreed to the merger of the Company with and into Parent; and
WHEREAS, Parent, as the sole shareholder of the Company and, the respective
Boards of Directors of Parent and the Company,) have each approved the merger
of the Company into Parent in accordance with the Florida Business Corporation
Act (the "BCA") and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger with
the Secretaries of State of Florida and Wyoming in order to consummate the
merger of the Company with and into Parent; and
WHEREAS, Parent and the Company have agreed to execute and file this Plan
of Merger as provided under the Florida BCA and Wyoming law.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Company hereby agree as follows:
1. The Merger. At the Effective Time (as defined in Section 1.3 hereof),
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in accordance with this Plan of Merger, and Wyoming Law and the BCA, the Company
shall be merged (such merger being herein referred to as the "Merger") with and
into the Parent, the separate existence of the Company shall cease, and Parent
shall continue as the surviving corporation. Parent hereinafter sometimes is
referred to as the "Surviving Corporation."
2. Effect of the Merger. When the Merger has been effected, the Surviving
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Corporation shall retain the name "Callmate Telecom International, Inc."; and
the Surviving Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private nature,
and be subject to all the restrictions, disabilities and duties of each of the
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations and all property, real,
personal and mixed, and all debts due to either of the Corporations on whatever
account, as well for stock subscriptions as all other things in action or
belonging to each of such corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or
otherwise, in any such Constituent Corporations, shall not revert or be in any
way impaired by reason of the Merger, but all rights of creditors and all liens
upon any property of any of said Constituent Corporations shall be preserved
unimpaired, and all debts, liabilities and duties of the respective Constituent
Corporations shall thenceforth attach to the Surviving Corporation, and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it.
3. Consummation of the Merger. The parties hereto will cause the Merger
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to be consummated by filing with the Secretary of State of Florida and Wyoming
an article of merger and this Plan of Merger in such form as required by, and
executed in accordance with, the relevant provisions of the Wyoming Law and the
Florida BCA (the time of such filing being the "Effective Time" and the date of
such filing being the "Effective Date").
4. Articles of Incorporation; Bylaws; Directors and Officers. The
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Articles of Incorporation and bylaws of the Surviving Corporation shall be
identical with the Articles of Incorporation and bylaws of the Parent as in
effect immediately prior to the Effective Time until thereafter amended as
provided therein and under the Florida Law.
5. Conversion of Securities. At the Effective Time, by virtue of the
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Merger and without any action on the part of Parent, the Company or the holder
of any of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(a) Each Share issued and outstanding immediately prior to the Effective
Time shall remain as issued and outstanding common stock of parent without
change.
(b) Each Share which is held in the treasury of the Company or which is
owned by any direct or indirect subsidiary of the Company shall be canceled and
retired, and no payment shall be made with respect thereto.
(c) Each outstanding or authorized subscription, option, warrant, call,
right (including any preemptive right), commitment, or other agreement of any
character whatsoever which obligates or may obligate the Parent to issue or sell
any additional shares of its capital stock or any securities convertible into or
evidencing the right to subscribe for any shares of its capital stock or
securities convertible into or exchangeable for such shares, if any, shall
remain unchanged.
(d) Each share of Common Stock of Company issued and outstanding
immediately prior to the Effective Time shall be retired into treasury, of the
Surviving Corporation.
(e) No Fractional Shares and no certificates or scrip representing such
fractional Merger Shares, shall be issued;
6. Taking of Necessary Action; Further Action. Each of Parent, and the
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Company shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under the Florida
Law, Wyoming law or federal law as promptly as possible. If, at any time after
the Effective Time, any further action is necessary or desirable to carry out
the purposes of the Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges, powers
and franchises of either of the Constituent Corporations, the officers and
directors of the Surviving Corporation are fully authorized in the name of their
corporation or otherwise to take, and shall take, all such lawful and necessary
action.
IN WITNESS WHEREOF, Parent, and the Company have caused this Plan of Merger to
be executed as of the date first above written.
CALLMATE TELECOM INTERNATIONAL, INC.
(A Florida corporation)
By /s/ Xxxxxxx Xxxxxx
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ZEE, INC.
(A Wyoming corporation)
By: /s/ Xxxxx X. Chopping Jr.
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