TELESPACE LIMITED AND QINNET HOLDINGS CORP.
MERGER AGREEMENT AND PLAN OF MERGER
This MERGER AGREEMENT AND PLAN OF MERGER is dated January 12, 2000,
between TELESPACE LIMITED, a Delaware corporation (the "Surviving Corporation"),
and QINNET HOLDINGS CORP., a Washington corporation (the "Disappearing
Corporation"), who agree to the following, including the Recitals.
RECITALS
A. Surviving Corporation is a corporation organized and A. Surviving
Corporation is a corporation organized and existing under the laws of
the State of Delaware. The authorized capital stock of Surviving
Corporation consists of 50,000,000 share of common stock with a par
value of $.0001, of which 1,250,497 shares are issued and outstanding.
B. Disappearing Corporation is a corporation organized and B. Disappearing
Corporation is a corporation organized and existing under the laws of
the State of Washington. The authorized capital stock of Disappearing
Corporation totals 120,000,000 shares, of which 100,000,000 shares are
common stock having a par value of $.0001, and 20,000,000 shares are
preferred stock with a par value of $.0001.
C. The respective Boards of Directors of Surviving C. The respective
Boards of Directors of Surviving Corporation and Disappearing
Corporation deem it desirable and in the best interests of the
corporations and their shareholders that Disappearing Corporation be
merged into Surviving Corporation and to do so under and pursuant to
the laws of the State of Delaware.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
set forth, the parties hereto covenant and agree as follows:
1. Merger. As soon as all of the following events have happened (the date
of the latest of which is the "Effective Date"), Disappearing
Corporation shall be deemed to have merged with and into Surviving
Corporation, which shall survive the merger.
(a) The Board of Directors of the respective corporations shall by
resolution adopted by each board have approved this plan of
merger as provided by their respective state laws.
(b) This agreement shall have been approved by the shareholders of
the respective corporations by receiving the consents of the
holders of all or a majority of the shares of each corporation
otherwise entitled to vote thereon, without a meeting of
shareholders as provided by the laws of their respective
states and their respective articles of incorporation.
(c) Articles of Merger or the equivalent shall have been executed
in duplicate by each corporation, and shall be in the form and
in all other respects satisfy the provisions
of each corporation's state law, and shall be filed with the
respective Secretarys of State; and
(d) Upon the confirmation of the filing of the certificate of
merger by the Secretary of State of the State of Delaware and
of the filing of the Articles of Merger by the Secretary of
State of the State of Washington.
5. Name and Purposes of Surviving Corporation. The name of the surviving
corporation shall be that of Surviving Corporation, as it may be
amended. The purposes for which the Surviving Corporation exists and
the nature of the business to be transacted by it are set forth in the
Articles of Incorporation of the Surviving Corporation as filed with
the Secretary of State of the State of Delaware.
6. Articles of Incorporation of Surviving Corporation. On the Effective
Date of the merger, the Certificate of Incorporation of the Surviving
Corporation, as amended to date, shall be the Certificate of
Incorporation of the Surviving Corporation until further amended as
provided by law.
7. Bylaws of Surviving Corporation. On the Effective Date of the merger,
the bylaws of the Surviving Corporation, as heretofore amended, shall
be the bylaws of the Surviving Corporation until the same shall be
altered, amended or repealed, or until new bylaws shall be adopted, in
accordance with the provisions thereof.
8. Directors and Officers of Surviving Corporation. The Board of Directors
of the Surviving Corporation shall initially consist of two directors,
who shall hold office in accordance with the Articles of Incorporation
and Bylaws of the Surviving Corporation, as in effect immediately after
the until the next annual meeting of the shareholders of the Surviving
Corporation, and until their successors shall have been duly elected
and shall have qualified, or until their earlier death, resignation, or
removal. The names and addresses of the directors are as follows:
Name Address
---- -------
Xxxxxx Xxxx Suite B, 2889 152nd N.E.
Xxxxxxx XX 00000
Xxxxx Xxxxxxxx Xxxxx X, 0000 000xx X.X.
Xxxxxxx XX 00000
The principal officers of the Surviving Corporation, each of whom shall hold
office until his or her successor shall have been duly elected or appointed and
shall have qualified or until his or her death, resignation, or removal, and
their respective offices, and addresses, are as follows:
Office Name Address
------ ---- -------
President Xxxxx Xxxxxxxx Xxxxx X, 0000 000xx X.X.
Xxxxxxx XX 00000
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Vice President Xxxxxx Xxxx Suite B, 2889 152nd N.E.
Xxxxxxx XX 00000
Secretary Xxxxxx Xxxx Suite B, 2889 152nd N.E.
Xxxxxxx XX 00000
Treasurer Xxxxx Xxxxxxxx Xxxxx X, 0000 000xx X.X.
Xxxxxxx XX 00000
9. Capital Stock of Surviving Corporation. On the Effectiv Date of the
Merger, the total amount of authorized capital stock of the Surviving
Corporation, the number of shares into which the capital stock is to be
divided, and the par value of the shares are as follows:
50,000,000 share of common stock with a par value of $.00001.
10. Conversion of Outstanding Securities on Merger.
(a) On the Effective Date of the Merger, by virtue of the Merger
and without any action on the part of any holder of the shares
of stock of Disappearing Corporation, each issued and
outstanding share of the common stock of Disappearing
Corporation shall be exchanged for one (1) share of common
stock, fully paid and nonassessable, of the Surviving
Corporation.
(b) Any shareholders of Disappearing Corporation wh object to
Merger and comply with the requirements of applicable law
concerning the rights of dissenting shareholders to receive
fair value for their shares shall not have their shares
converted but such shares shall become the right to receive
such consideration as may be due those shareholders pursuant
to applicable law, provided that the shares of any such
dissenting shareholders who subsequently withdraw their
objections after the Effective Date, in accordance applicable
law, shall be deemed to be converted, as of the Effective
Date, into the right to receive the shares of the Surviving
Corporation.
3. Exchange of Certificates.
(a) On or after the Effective Date of the merger, unless the Board
of Directors of Surviving Corporation provides otherwise, each
holder of a certificate or certificates representing
outstanding common stock of Disappearing Corporation shall be
entitled, upon the surrender of such certificate or
certificates at the office of the Surviving Corporation
designated for the purpose, to receive in exchange therefor a
certificate or certificates representing the number of full
shares of common stock of the Surviving Corporation as
provided in paragraph 7 hereof. Until so surrendered, each
outstanding certificate which, prior tot he Effective Date of
the merger, represented shares of common stock of Disappearing
Corporation shall be deemed for all purposes to evidence only
the ownership of the common stock of the Surviving Corporation
as the same shall have been continued.
(b) If a certificate for any share or shares of stock of the
Surviving Corporation is to be issued in the name other than
that in which the certificate for shares surrendered for
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exchange shall be registered, it shall be a condition of such
exchange that the certificate so surrendered shall be properly
endorsed for transfer.
3. Prohibited Actions of Constituent Corporations. Between the date hereof
and the Effective Date of the merger, neither party will, except with
the prior written consent of the other:
(a) Issue or sell any stock, bonds or other corporate securities;
(b) Incur any obligation or liability (absolute or contingent),
except current liabilities incurred, and obligations under
contracts entered into in the ordinary course of business;
(c) Discharge or satisfy any lien or encumbrance or pay any
obligation or liability (absoluteor contingent) other than
current liabilities incurred in the ordinary course of
business;
(d) Make any dividend or other payment or distribution to its
shareholders or purchaser or redeem any shares of its common
stock;
(e) Mortgage, pledge, create a security interest in or subject to
lien or other encumbrance any of its assets, tangible or
intangible;
(f) Sell or transfer any of its tangible assets or cancel any
debts or claims except in each case in the ordinary course of
business;
(g) Sell, assign, or transfer any trademark, trade name, patent or
other intangible assets;
(h) Waive any right of any substantial value; or
(i) Enter into any transaction other than in the ordinary course
of business.
10. Effect of Merger. On the Effective Date of the merger (the Effective
Date shall be the date upon which all of the conditions enumerated in
Paragraph 1 have been satisfied), Disappearing Corporation shall cease
to exist separately and shall be merged with and into Surviving
Corporation in accordance with the provisions of this agreement and in
accordance with the provisions of and with the effect provided in
applicable law, as amended. As provided therein, on the Effective Date
of the merger the Surviving Corporation shall possess all the rights,
privileges, and powers; franchises of both a public and a private
nature of each of the merging corporations; and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and all and
every other interest of or belonging to or due to each of the
corporations so merged, shall be taken and deemed to be transferred to
and vested in such single corporation without further act or deed; and
the title to any real estate, or any interest therein, vested in either
of such corporations shall not revert or be in any way impaired by
reason of such merger.
11. Further Instruments. From time to time, as and when requested by the
Surviving Corporation or by its successors or assigns, Disappearing
Corporation will execute and deliver, or cause to be executed and
delivered, all such deeds and other instruments; or will
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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
confirm to the Surviving Corporation title to possession of all its
property, rights, privileges, powers, and franchises and otherwise to
carry out the intent and purposes of this agreement.
12. Capital. On the Effective Date of the merger, the share of common stock
of the Surviving Corporation as the same shall have been continued and
into which the outstanding shares of Disappearing Corporation shall
have been converted, in accordance with the provisions of paragraphs 7
and 8 hereof, shall be issued and outstanding.
13. Principal Offices. The location of the principal office of the
Surviving Corporation shall be Xxxxx X, 0000 000xx X.X., Xxxxxxx XX
00000.
14. Abandonment of Merger. This agreement may be terminated and the merger
provided for hereby abandoned: (i) by votes of the Board of Directors
of both corporations at any time prior to the Effective Date of the
merger; (ii) by vote of the Board of Directors of either corporation at
any time prior to the Effective Date of the merger if (a) a material
breach shall exist with respect to the written representations and
warranties made by the other corporation in connection with the merger,
or (b) the other corporation, without prior written consent of the
terminating corporation, takes any action prohibited by this agreement.
15. Right of Amendment. The Surviving Corporation hereby reserves the
right, following the Effective Date of the merger, to amend, alter,
change or repeal any provision contained in its Articles of
Incorporation, as from time to time amended, and any provision
contained in this agreement, in the manner now or hereafter prescribed
by law or by such Articles, as from time to time amended.
IN WITNESS WHEREOF, parties hereto have caused this agreement to be
signed in their corporate names by the undersigned all as of the day and year
first above written.
TELESPACE LIMITED, a Delaware corporation
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------------
Xxxxx Xxxxxxxx
Secretary and Director
QINNET HOLDINGS CORP.,
a Washington corporation
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------------------
Xxxxx Xxxxxxxx, President and Director
