AGREEMENT AND PLAN OF MERGER
Time Lending, California Inc.,
a Nevada corporation
and
Time Lending, California Inc.,
a California corporation
1. AGREEMENT AND PLAN OF MERGER. Time Lending, California Inc., a
Nevada corporation located at 0000 X. Xxxxxxx Xxx., Xxxxx X0, Xxxxxx, Xxxxxxxxxx
00000 ("Time- Nevada"), was created for the sole purpose of effecting a merger
of Time Lending, California Inc., a California corporation located at 0000 X.
Xxxxxxx Xxx., Xxxxx X0, Xxxxxx, Xxxxxxxxxx 00000 ("Time-California"), with and
into Time-Nevada.
As a result of the merger of Time-California with and into Time-Nevada,
Time-California shall cease to exist. Time-Nevada shall be the surviving
corporation ("Surviving Corporation") in the merger. The Articles of
Incorporation, Bylaws, Directors and Officers of Time-Nevada shall be the
Articles of Incorporation, Bylaws, Directors and Officers of the Surviving
Corporation.
Each share of Time-California no par value common stock (the
"Time-California Common Stock") issued and outstanding on the Effective Date
shall be converted or exchanged by the Surviving Corporation into one share of
Time-Nevada $0.001 par value common stock (the "Time-Nevada Common Stock"). No
shares of Time-Nevada Common Stock were issued prior to the merger. From and
after the Effective Date, each certificate which previously represented shares
of Time-California Common Stock will be deemed for all corporate purposes to
evidence ownership of an equal number of full shares of Time- Nevada Common
Stock. Certificates representing Time-California Common Stock will be replaced
after the Effective Date only when submitted to the transfer agent with a
request that they be so replaced or when they are presented for transfer.
2. CONSENT TO SERVICE OF PROCESS. The Board of Directors of Time-Nevada
has unanimously consented to be served with process in the State of California
in any proceeding for enforcement of any obligation of Time-Nevada, including
any suit or other proceeding to enforce the right of any stockholders of the
former Time-California as determined in appraisal proceedings pursuant to
Chapter 13 of the California General Corporation Law, and the California
Secretary of State is irrevocably appointed as its agent to accept service of
process in any such suit or other proceedings. The California Secretary of State
shall mail a copy of any such process to Time-Nevada at 0000 X. Xxxxxxx Xxx.,
Xxxxx X0, Xxxxxx, Xxxxxxxxxx 00000.
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3. EFFECTIVE DATE. This Agreement and Plan of Merger shall become
effective immediately upon filing the Articles and Certificate of Merger in the
State of Nevada and State of California ("Effective Date").
This Agreement and Plan of Merger hereby is adopted, approved,
certified, executed and acknowledged by Time-Nevada and Time-California as of
the ________ day of December, 2000.
TIME-CALIFORNIA:
ATTEST: TIME LENDING, CALIFORNIA, INC.,
a California corporation
/s/ Xxxxxx X. La Puma By: /s/ Xxxxxxx X. Xxxx
------------------------------ -------------------------------
Xxxxxx X. La Puma, Secretary Xxxxxxx X. Xxxx, President
TIME-NEVADA
ATTEST: TIME LENDING, CALIFORNIA, INC.,
a California corporation
/s/ Xxxxxx X. La Puma By: /s/ Xxxxxxx X. Xxxx
------------------------------ -------------------------------
Xxxxxx X. La Puma, Secretary Xxxxxxx X. Xxxx, President
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