AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is made and entered into as of this 30th
day of April, 2006, by and between Morningstar Industrial Holdings Corp., a
Nevada corporation ("Morningstar"), and New World Entertainment Corp., a Nevada
corporation and wholly-owned subsidiary of Morningstar ("New World").
B A C K G R O U N D
WHEREAS, the respective Boards of Directors of Morningstar and New World
deem it advisable and in the best interests of Morningstar and New World (each
of which are sometimes referred to herein as the "Constituent Corporations")
that New World merge with and into Morningstar (the "Merger"), pursuant to this
Agreement and Plan of Merger (the "Plan of Merger") and the applicable
provisions of the Nevada Revised Statutes (the "NRS"); and
WHEREAS, the approval of the shareholders of Morningstar is not required
pursuant to NRS 92A.180.
NOW THEREFORE, in consideration of the foregoing premises, and in reliance
on the respective representations, warranties and covenants contained herein,
and for other good and valuable consideration, the sufficiency and receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Merger. The Constituent Corporations shall effect the Merger upon the
terms and subject to the conditions set forth in this Plan of Merger.
(a) The Merger. At the Effective Time (as hereinafter defined), New
World shall be merged with and into Morningstar pursuant to this Plan of Merger,
the separate corporate existence of New World shall cease and Morningstar shall
continue as the surviving corporation under its subsidiary's name of New World
Entertainment Corp., all upon the terms and subject to the conditions provided
for in this Agreement and pursuant to the NRS. Morningstar as it exists from and
after the Effective Time, is sometimes hereinafter referred to as the "Surviving
Corporation."
(b) Effect of the Merger. The Merger shall have the effect provided
therefor by the NRS. Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time (i) all the rights, privileges, powers
and franchises, of a public as well as of a private nature, and all property,
real, personal and mixed, and all debts due on whatever account, including
without limitation subscriptions to shares, and all other choses in action, and
all and every other interest of or belonging to or due to New World or
Morningstar shall be taken and deemed to be transferred to, and vested in, the
Surviving Corporation without further act or deed; and all property, rights and
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 New World and Morningstar, and (ii) all debts, liabilities, duties and
obligations of New World and Morningstar shall become the debts, liabilities,
duties and obligations of the Surviving Corporation and the Surviving
Corporation shall thenceforth be responsible and liable for all the debts,
liabilities, duties and obligations of New World and Morningstar and neither the
rights of creditors nor any liens upon the property of New World or Morningstar
shall be impaired by the Merger, and may be enforced against the Surviving
Corporation.
(c) Consummation of the Merger. Simultaneously with the execution of
this Merger Agreement, Articles of Merger shall be filed with the Secretary of
State of the State of Nevada in accordance with the provisions of the NRS and
the Merger shall become effective upon such filing or at such later time on the
date hereof as may be specified in the filing with the Secretary of State of the
State of Nevada (the "Effective Time"). The Surviving Corporation, which shall
continue to be governed by the laws of the State of Nevada, hereby agrees that
it may be served with process in the State of Nevada in any proceeding for
enforcement of any obligation of New World, as well as for enforcement of any
obligation of the Surviving Corporation arising from the Merger.
2. Articles of Incorporation; By-laws; Directors and Officers. The Articles
of Incorporation of the Surviving Corporation from and after the Effective Time
shall be the Articles of Incorporation of Morningstar substantially in the form
attached hereto as Exhibit A, until thereafter amended in accordance with the
provisions therein and as provided by the NRS. The By-laws of the Surviving
Corporation from and after the Effective Time shall be the By-laws of
Morningstar as in effect immediately prior to the Effective Time, substantially
in the form attached hereto as Exhibit B, continuing until thereafter amended in
accordance with their terms and the Articles of Incorporation of the Surviving
Corporation and as provided by the NRS. The initial directors of the Surviving
Corporation shall be the directors of Morningstar immediately prior to the
Effective Time, in each case until their successors are elected and qualified,
and the initial officers of the Surviving Corporation shall be the officers of
Morningstar immediately prior to the Effective Time, in each case until their
successors are duly elected and qualified.
3. Conversion and Cancellation of Securities. At the Effective Time, by
virtue of the Merger and without any action on the part of New World,
Morningstar or any holder of any shares of capital stock of New World, all of
the outstanding shares of New World Common Stock shall be converted on a 1:1
basis into shares of Morningstar Common Stock, $0.001 par value per share (the
"Shares"). Furthermore, the two hundred shares of Morningstar Common Stock
issued and outstanding in the name of New World shall be cancelled and retired,
and no payment shall be made with respect thereto, and such shares shall resume
the status of authorized and unissued shares of Morningstar Common Stock. In
addition, all outstanding options and warrants exercisable or convertible into
shares of New World capital stock shall, at the Effective Time, by virtue of the
Merger and without any action on the part of New World, Morningstar or any
holder of any shares of capital stock of New World, be converted on a 1:1 basis
into options and warrants of Morningstar, convertible or exercisable into
Morningstar capital stock, as applicable. The Shares shall be fully paid and
non-assessable. At the Effective Time, other than those enumerated above, there
shall not be any securities, rights, warrants, options or other instruments of
New World which, after consummation of the Merger, would be convertible into or
exercisable for securities of the Surviving Corporation.
4. Merger Payment Procedure.
(a) Exchange of Certificates. At the Effective Time, the shareholders
of New World shall surrender all certificates representing all of the capital
stock of New World, duly endorsed in blank by the shareholders of New World or
accompanied by blank stock powers, to Morningstar and, upon receipt of such
certificates and stock powers, Morningstar shall deliver to the shareholders of
New World certificates representing the number of Shares to be delivered at such
time, calculated pursuant to Section 3 hereof. The shareholders of Morningstar
shall promptly cure any deficiencies with respect to the endorsement of the
certificates or other documents of conveyance with respect to all the capital
stock of New World or with respect to the stock powers accompanying all the
capital stock of New World.
(b) No Further Ownership Rights. The Shares issued and distributed
upon the surrender of certificates representing all the capital stock of New
World in accordance with the terms of this Agreement shall be deemed to have
been paid in full satisfaction of all rights pertaining to such shares of the
capital stock of New World.
5. Termination. This Agreement may be terminated at any time on or before
the Effective Time by agreement of the Boards of Directors of the Constituent
Corporations.
6. Amendment. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.
7. Waiver. Any agreement on the part of a party hereto to any extension or
waiver shall be valid if set forth in an instrument in writing signed on behalf
of such party by a duly authorized officer.
8. Further Assurances. If at any time the Surviving Corporation, or its
successors or assigns, shall reasonably consider or be advised that any further
assignments or assurances in law or any other acts are necessary or desirable to
(a) vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation its rights, title or interest in, to or under any of the rights,
properties or assets of the Constituent Corporations acquired or to be acquired
by the Surviving Corporation as a result of, or in connection with, the Merger,
or (b) otherwise carry out the purposes of this Agreement, each Constituent
Corporation and its proper officers and directors shall be deemed to have
granted to the Surviving Corporation an irrevocable power of attorney to execute
and deliver all such proper deeds, assignments and assurances in law and to do
all acts necessary or proper to vest, perfect or confirm title to and possession
of such rights, properties or assets in the Surviving Corporation and otherwise
to carry out the purposes of this Agreement; and the proper officers and
directors of the Surviving Corporation are fully authorized in the name of each
Constituent Corporation or otherwise to take any and all such action.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Merger as of the date first above written.
New World Entertainment Corp.
a Nevada corporation
By _____________________________
Name: Xxxxxxxx Xxxxxx
Title: President
Morningstar Industrial Holdings Corp.
a Nevada corporation
By________________________________
Name: Xxxxxxxx Xxxxxx
Title: President
