AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is by and between Venture Tech, Inc.,
an Idaho corporation (herein sometimes called the "Idaho Corporation"), and
VentureQuest Group, Inc., a Nevada corporation (herein sometimes called
the"Nevada Corporation").
W I T N E S S E T H :
WHEREAS, the Idaho Corporation was incorporated by the filing of a
Certificate of Incorporation in the office of the Secretary of State of the
State of Idaho on July 19, 1948; the total number of shares which it is
authorized to issue is 100,000,000 shares of common stock, $.001 par value per
share ("Common Stock") and 20,000,000 convertible preferred shares, $.001 par
value per share ("Preferred Stock"); and the total number of shares which are
issued and outstanding is 65,801,194; shares of Common Stock; and 10,000,000
shares of preferred stock;
WHEREAS, the Nevada Corporation was incorporated on January 25, 2000
under the provisions of the General Corporation Law of the State of Nevada; it's
registered office in Nevada is in the City of Reno; the total number of shares
which it is authorized to issue is 100,000,000 shares of Common Stock, $.001 par
value per share;
WHEREAS, the Nevada Corporation amended its articles of Articles of
Incorporation on April 25, 2001 to add to its authorized capitalization
380,000,000 common shares and 20,000,000 shares of preferred stock;
WHEREAS, the respective laws of the States of Nevada and Idaho permit
the merger of said corporations (herein sometimes called the "constituent
corporations") into a single corporation; and
WHEREAS, it is deemed advisable by the Board of Directors of each of
the constituent corporations that the Idaho Corporation be merged with and into
the Nevada Corporation for the sole purpose of changing the domicile of
incorporation of the Idaho Corporation from the State of Idaho to the State of
Nevada;
NOW, THEREFORE, it is agreed as follows:
1. The Idaho Corporation as of the Effective Date (as defined herein)
shall be merged, pursuant to Section 92A.190 of the Nevada Revised Statutes,
with and into the Nevada Corporation (the "Merger"). The Nevada Corporation
shall be the surviving corporation and it shall continue and shall be deemed to
continue for all purposes whatsoever after the merger with and into itself of
the Idaho Corporation.
2. The Merger shall become effective when this Agreement has been
adopted by the Idaho Corporation and by the Nevada Corporation and appropriate
documentation has been prepared and filed in accordance with the respective laws
of the States of Idaho and Nevada. For operational, accounting and bookkeeping
purposes, the time when the Merger shall become effective is referred to herein
as the "Effective Date" which shall be the date fixed in accordance with the
laws of and the documentation filed with the state of incorporation of the
surviving corporation.
3. After the Effective Date, the surviving corporation shall be
governed by the laws of the State of Nevada and its name shall be VentureQuest
Group, Inc. The present Certificate of Incorporation of the Nevada Corporation
shall continue to be the Certificate of Incorporation of the surviving
corporation. The present By- Laws of the Nevada Corporation shall be and remain
the By-Laws of the surviving corporation. The directors and officers of the
Idaho Corporation immediately prior to the Effective Date shall be the directors
of the surviving corporation upon the Effective Date.
4. Each share of Common Stock of the Idaho Corporation shall be
converted into one share of Common Stock of the surviving corporation. Each
warrant, option, right or convertible security which entitles the holder to
purchase or convert into a share of Common Stock of the Idaho Corporation shall
be converted into a warrant, option, right or convertible security to purchase
or convert into one share of Common Stock of the surviving corporation.
5. Upon the Effective Date, the outstanding certificates for shares of
the Idaho Corporation's Common Stock will, until replaced by the surviving
corporation, represent the same number of shares of Common Stock of the
surviving corporation.
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6. This Agreement may be terminated and abandoned by action of the
Board of Directors of the Idaho Corporation or the Nevada Corporation at any
time prior to the Effective Date, for any reason whatsoever.
7. This Agreement, upon being authorized, adopted, approved, signed and
acknowledged by each of the constituent corporations in accordance with the laws
under which it is formed, and filed in the office of the Secretary of State of
the State of Nevada, shall take effect and shall thereupon be deemed and taken
to be the Agreement and act of merger and consolidation of the constituent
corporations; and the organization and separate corporate existence of the Idaho
Corporation, except in so far as it may be continued by statute, shall cease.
The point of time at which the constituent corporations shall become a single
corporation shall be the Effective Date.
8. Upon the Effective Date, all and singular rights, capacity,
privileges, powers, franchises and authority of each of the constituent
corporations, and all property, real, personal and mixed, and all debts,
obligations and liabilities due to each of the constituent corporations on
whatever account as well as for subscriptions for shares as for all other
things, belonging to each of the constituent corporations shall be vested in the
surviving corporation; and all such property, rights, capacity, privileges,
powers, franchises, authority and immunities and all and every other interest
shall be thereafter as fully and effectually the property of the surviving
corporation as though they were the property of the several and respective
constituent corporations, and shall not revert or be in any way impaired by
reason of the Merger; provided however, that all rights of the creditors of the
constituent corporations shall be preserved unimpaired and all debts,
liabilities (including liability, if any, to dissenting shareholders) and duties
of the respective constituent corporations shall thenceforth be attached 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 the
surviving corporation.
9. Each constituent corporation agrees that from time to time as when
it shall be requested by the surviving corporation or by its successors or
assigns, it will execute and deliver or cause to be executed and delivered all
such other instruments and will take or cause to be taken such further or other
action as the surviving corporation may deem necessary or desirable in order to
vest in and to confirm to the surviving corporation title to all of the
property, capacity, privileges, powers, franchises, authority, and immunities of
the constituent corporation and otherwise to carry out the intent and purposes
of this Agreement.
10. The surviving corporation agrees that it may be served with process
in the State of Nevada or in the State of Idaho, in any proceeding for
enforcement of any obligation of the Idaho Corporation as well as for
enforcement of any obligation of the corporation arising from the Merger,
including any suit or other proceeding to enforce the right of any stockholder
as determined in any appraisal proceeding pursuant to Section 30-1-1302 of the
Idaho Business Corporation Act and shall irrevocably appoint the Secretary of
State of the State of Nevada as its agent in Nevada and the Secretary of State
of the State of Idaho as its agent in Idaho to accept service of process in any
such suit or other proceeding. The address to which a copy of such process shall
be mailed by the Secretary of State of the State of Nevada shall be c/o
Corporation Trust Company of Nevada, 0000 Xxxx Xxxx, Xxxxx 000, Xxxx Xxxxxx
00000, and by the Secretary of State of the State of Idaho shall be Xxxx Xxxxx
Xxxxxxxxx, 000 Xxxxx Xxxxxx, XxXxxx, Xxxxx 00000.
11. The surviving corporation hereby reserves the right to amend,
alter, change or repeal any provisions contained in any of the articles of this
Agreement or as the same may hereafter be amended, in the manner now or
hereafter provided by the laws of the State of Nevada and all rights of the
stockholders of the surviving corporation are granted subject to this
reservation.
IN WITNESS WHEREOF, the undersigned have signed this Agreement this
25th day of April 2001.
VentureQuest Group, Inc. Venture Tech, Inc .
a Nevada corporation an Idaho corporation
By: /s/ Xxxxxxx X. Xxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxxxxxx,
President President
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx,
Secretary Secretary
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