Contract
10.8
Plan of Merger between Nanotailor and VT International
THIS PLAN OF MERGER, (the
"Plan") dated as of May 19, 2008, sets forth the agreement by and between VT
International Corp., an Arizona corporation (“VT” or the “Merging Corporation”),
and its wholly-owned subsidiary Nanotailor, Inc. a Delaware Corporation
(“Nanotailor” or the "Surviving Corporation"):
WITNESSETH
WHEREAS, the Boards of
Directors of VT and Nanotailor deem it advisable and in the best interests of
each corporation and their respective stockholders that VT and Nanotailor
combine in order to advance the long-term business interests of VT and
Nanotailor;
WHEREAS, Nanotailor will carry
on VT’s business as it was carried on prior to the date of the Plan and use its
best efforts to preserve VT’s organization, retain its employees and maintain
its business relationships;
WHEREAS, for Federal income
tax purposes, it is intended that the transactions which are contemplated in the
Plan qualify as a tax-free reorganization pursuant to the Internal Revenue Code
of 1986, as amended; and
WHEREAS, the Boards of
Directors of the Surviving Company and the Merging Corporation have submitted
the Plan to their respective Stockholders and received approval as required by
the applicable provisions of the Arizona Revised Statutes and Delaware General
Corporation Law;
NOW, THEREFORE, in
consideration of the mutual covenants of the parties hereinafter set forth, and
for good and valuable consideration, receipt of which is hereby
acknowledged,
IT IS
AGREED:
Section
I
Recitals
The parties hereby adopt as part of the
Plan each of the recitals which is contained in the WHEREAS clauses, and agree
that such recitals shall be binding upon the parties hereto by way of contract
and not merely by way of recital or inducement; and such clauses are hereby
confirmed and ratified as being true and accurate by each party as to
itself.
Section
II
Merger
A. (i) Subject
to, and consistent with, the provisions of the Plan and in accordance with the
relevant provisions of the Arizona Revised Statutes (the “ARS”) and the Delaware
General Corporation Law (the “DGCL”), VT will merge with and into Nanotailor
(the “Merger”), the separate existence of VT shall cease, and Nanotailor shall
be the surviving corporation in the Merger (the “Surviving Corporation”)
effective on the Effective Date (as hereinafter defined). The
Certificate of Merger with respect to the Merger (the "Certificate of Merger")
shall be in the form of Exhibit “A” which is annexed hereto and made a part
hereof, and shall be duly executed and acknowledged and delivered to the
Secretary of State of the State of Delaware for filing, as provided in the DGCL,
immediately after the Closing Date. The Articles of Merger (“Articles of
Merger”) shall be in the form of Exhibit “B”, which is annexed hereto and made a
part hereof, and shall be duly executed and acknowledged and delivered to the
Secretary of State of the State of Arizona for filing, as provided in the ARS,
immediately after the Closing Date. The Merger shall become effective
upon the later of filing of the Certificate of Merger with the Secretary of
State of the State of Delaware or the filing of the Articles of Merger with the
Secretary of State of the State of Arizona (the “Effective Date”).
(ii) Without
limiting the foregoing, and subject thereto, on the Effective Date all the
property, rights, privileges, powers and franchises of VT shall vest in
Nanotailor, and all debts, liabilities and duties of VT shall become the debts,
liabilities and duties of Nanotailor. The Merger will be effected in
a single transaction.
B.
On the Closing Date, the certificate of incorporation of Nanotailor, as in
effect immediately prior to the Closing Date, shall be the certificate of
incorporation of the Surviving Corporation and thereafter shall continue to be
its certificate of incorporation until amended as provided therein and pursuant
to DGCL. The bylaws of Nanotailor, as in effect immediately prior to
the Closing Date, shall be the bylaws of the Surviving Corporation and
thereafter shall continue to be its bylaws until amended as provided therein and
pursuant to the DGCL.
C.
Closing Date. The Closing of this transaction (the “Closing”) shall take
place by the delivery of all required executed documents by the parties hereto
at the offices of Nanotailor located at 000 Xxxxxx, Xxxxxx, XX 00000,
on May 8, 2008 or on such other date as is mutually agreed to by the parties
(the “Closing Date”).
Section
III
Terms
and Conditions of Converting Common Stock of VT
into
Nanotailor Stock
(a) On
the date hereof, there are 69,187,139 shares of common stock, par value $.001
per share, of VT issued and outstanding representing one hundred
(100%) percent of the interests in VT. In addition, VT has
outstanding the following series of Warrants:
(i)
8,423,290 of Series C Warrants, which entitles the holder thereof to purchase
one share of the Company’s common stock at $3.00 per share and which expire on
August 31, 2008
(ii)
8,423,290 Series D Warrants which entitles the holder thereof to purchase one
share of the Company’s common stock at $3.00 per share and which expire on
August 31, 2008;
(iii)
8,423,290 Series E Warrants, which entitles the holder thereof to purchase one
share of the Company’s common stock at $4.00 per share and which expire on
August 31, 2008; and
(iv)
8,423,290 Series F Warrants, which entitles the holder thereof to purchase one
share of the Company’s common stock at $4.00 per share and which expire on
August 31, 2008.
Upon the
effectiveness of the Merger, (1) each share in VT shall be converted into one
share of Nanotailor; and (2) each share of VT which the holders of
the Warrants are entitled to purchase shall be converted into the right to
purchase one share of Nanotailor. The Plan shall be conditioned upon
the approval of the Board of Directors and a majority in interest of the
stockholders of VT and Nanotailor. The Certificate of Incorporation of
Nanotailor shall be the certificate of incorporation of the surviving
corporation.
Section
IV
Effective
Date
The
Merger shall be effective on May 19, 2008
IN WITNESS WHEREOF, VT
International Corp. and Nanotailor, Inc., have caused the Plan to be executed in
their respective names and on their behalf by their respective authorized
persons as of the date first written above.
VT
International Corp.
an
Arizona corporation
By:_______________________
Xxxxx Xxxxxxx, President
a
Delaware corporation
By:_______________________
Xxxxx Xxxxxxx,
President
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