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EXHIBIT 10.1
MERGER AGREEMENT FOR PURCHASE AND SALE OF STOCK
DATED: 11-15-96
BETWEEN: International Barter Corporation ("IBC")
AND: Cascade Trade Association ("CTA")
AND: Xxxxxx Xxxxx ("WHITE")
AND: Xxxxx Xxxx ("XXXX")
WHEREAS, the parties to this AGREEMENT have duly agreed on a plan and contract
of merger, this document reduces to writing the AGREEMENT that International
Barter Corporation ("IBC") (a corporation organized under the laws of the state
of Nevada, with its principal office located at 00000 Xxxxxxxxxxxxx Xxxxxxxxx,
Xxxxx 000, xxxx xx Xxxxxxx, xxxxxx of King, state of Washington) be merged with
Cascade Trade Association ("CTA") (a corporation organized under the laws of the
State of Washington, with its principal office located at 00000 Xxxxxxxxxxxxx
Xxxxxxxxx, Xxxxx 000, xxxx xx Xxxxxxx, xxxxxx of King, state of Washington).
1.0 RECITALS
1.1 The parties identified above have agreed that CTA should merge with
IBC. IBC will be the "surviving corporation" and obtain 100% of the ownership
and debt of CTA through purchase of CTA's outstanding stock, and CTA will
receive IBC stock in consideration for the merger, with CTA shareholders WHITE
and XXXX sharing on a pro rata basis in proportion to their respective holdings
in CTA.
1.2 The total number of shares which IBC is authorized to issue is
25,000,000 shares, consisting of a single class of common stock with par value
of $0.001 per share. Currently, no stock has been issued and there are no
shareholders.
1.3 The total number of shares which CTA is authorized to issue is
50,000 shares, consisting of a single class of common stock with no par value. A
total of 10,000 shares have been issued, 9,000 are held by Xxxxxx Xxxxx and
1,000 are held by Xxxxx Xxxx.
1.4 The respective Boards of Directors of IBC and CTA (collectively
"the constituent corporations") deem it desirable and in the best interests of
the corporations and their shareholders that CTA, (also called the "nonsurviving
corporation"), be merged into IBC (also called the "surviving corporation").
For the reasons set forth above, and in consideration of the mutual covenants
and promises of the parties contained herein, the constituent corporations
agree, pursuant to applicable law, that CTA shall be merged into IBC as a single
corporation, in the manner detailed herein, wherein the parties have agreed to
prescribe the terms and conditions of such merger, the method of carrying it
out, and the manner of converting the shares of CTA into shares of IBC.
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2.0 DEFINITIONS
2.1 "AGREEMENT" means this merger agreement for the purchase and sale
of stock.
2.2 "EFFECTIVE DATE" means the date entered on page one of this
AGREEMENT.
3.0 AGREEMENT
3.1 IBC TO BE SURVIVING CORPORATION. CTA shall be merged into IBC, and
the corporate existence of CTA shall cease to exist upon the filing of
appropriate articles of merger, after a suitable transition period in which both
entities will operate. These articles will be filed at the direction and sole
discretion of IBC. After the articles are filed, the existence of CTA shall
cease and all rights not already transferred by this AGREEMENT shall, without
limitation, be transferred to IBC as the sole owner of all CTA assets and
liabilities. IBC agrees that it shall become immediately subject to all the
debts and liabilities of CTA, even before articles of merger are filed, in the
same manner as if IBC has incurred them. Any and liens on the property of any of
the corporations shall remain unimpaired.
3.2 PRINCIPAL OFFICE. The principal office of IBC shall remain the same
after this merger.
3.3 OBJECTS AND PURPOSES. The nature of the business and the objects
and purposes of this merger are to continue the same business objects and
purposes of CTA, namely that of engaging in wholesale and retail barter, under
the name and sponsorship of IBC. There shall be continuity of all purposes, and
the business of CTA shall remain unchanged.
3.4 AMENDED ARTICLES. Upon the completion of the transition period, the
articles of incorporation of IBC, as amended, shall be amended to read as
follows:
FOURTEENTH. IBC shall enter into negotiations with and
conclude agreements of merger with various barter exchanges which are deemed in
the best interests of its shareholders and the corporation. Upon such
agreements, IBC shall merge with said exchanges, which exchange shall obtain all
the rights and privileges of IBC members, and IBC shall obtain all the rights
and privileges defined in the agreement of merger. These articles shall then be
amended to so state those corporations or associations which have merged with
IBC. They are listed as follows:
1. Cascade Trade Association, a Washington corporation.
3.5 BYLAWS. The present bylaws of IBC, insofar as not inconsistent with
this AGREEMENT, shall be the bylaws of the corporation following the merger.
3.6 DIRECTORS. The names and addresses of the directors of IBC shall
remain the same following merger, and they shall hold office until the next
regularly scheduled meeting of the Board of Directors.
3.7 METHOD OF CONVERTING SHARES. As of the date of this AGREEMENT, the
shares of the constituent corporations shall, without any other action on the
part of the respective holders thereof, become converted into shares of IBC as
follows:
A. IBC shall obtain 100% of all outstanding and treasury stock
of CTA.
B. CTA shall receive 1,000,000 shares of IBC stock, valued at
$0.50 per share.
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C. Shares received by CTA shall be issued to shareholders as
follows: 900,000 shares in the name of Xxxxxx Xxxxx, and 100,000 shares in the
name of Xxxxx Xxxx. By signing below, the aforementioned shareholders warrant
that this distribution represents a fair pro rata distribution of the shares
received, and that each shareholder has received full and fair disclosure of the
terms of this merger. In addition, each shareholder recognizes that their
interest in IBC is subject to immediate and substantial dilution if IBC offers
more shares for any reason. However, IBC shall not be authorized to issue more
than 25,000,000 shares without due consideration of the rights of minority
shareholders by law.
3.8 EXTRAORDINARY TRANSACTIONS. No constituent corporation shall enter
into any extraordinary transactions prior to the effective date of this merger
without the prior written consent of the other party.
3.9 TRANSFER OF PROPERTY RIGHTS. All of the property, rights,
privileges, leases, trademarks, copyrights and patents of any nature whatsoever
shall be transferred from CTA to IBC. This includes but is not limited to the
rights in the name "Cascade Trade Association". The officers and directors are
authorized as necessary to execute all deeds, conveyances, assignments or
documents of any nature that are necessary to carry out this intent.
3.10 AGREEMENT AND RATIFICATION OF SHAREHOLDERS. The shareholders
signing below hereby waive any and all notice of meetings, and hereby consent to
and approve the merger of IBC and CTA. Said shareholders constitute 100% of the
ownership of outstanding voting shares, and are empowered under the articles of
incorporation and bylaws to approve and ratify mergers, and hereby approve and
adopt such merger as recommended by the Board of CTA and represent that they
have had full information and opportunity to inquire into the specifics of this
merger. Thus, this merger is approved by 100% of the shareholders of CTA.
3.11 INSTRUMENTS OF FURTHER ASSURANCE. If at any time it shall be
determined or advised that any instruments of further assurance are desirable in
order to evidence the vesting in IBC of all powers, assets and liabilities of
CTA, the appropriate officers or directors are hereby authorized to execute and
acknowledge all such instruments of further assurance, and to do such further
acts or things, either in the name of the constituent corporations or in the
name of IBC, as may be desirable to carry out the purposes and details of the
AGREEMENT of merger.
4.0 EXECUTING SIGNATURES
4.1 IN WITNESS WHEREOF, the Directors and Shareholders of IBC and the
Directors and Shareholders of CTA have EXECUTED this AGREEMENT under their
respective corporate seals and with duly authorized authority at Seattle,
Washington, the day and year first above written.
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President, CEO
and on behalf of the Board of Directors
International Barter Corporation
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/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, President, Cascade Trade Association,
and on behalf of the Board of Directors of
Cascade Trade Association
/s/ XXXXXX XXXXX
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Xxxxxx Xxxxx, Shareholder,
Cascade Trade Association
/s/ XXXXX XXXX
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Xxxxx Xxxx, Shareholder,
Cascade Trade Association
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