AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made this 18th day
of
October, 2005, by and between GOLF TWO, INC., a Delaware corporation ("Parent"),
and RADIANT LOGISTICS, INC., a Delaware corporation (“Subsidiary”). Parent and
Subsidiary are sometimes referred to herein as the "Constituent
Corporations."
RECITALS
A. Parent
is
a corporation duly organized and existing under the laws of the State of
Delaware.
B. Subsidiary
is a company duly organized and existing under the laws of the State of
Delaware.
C. On
the
date of this Merger Agreement, Subsidiary has authority to issue: (i) 1,000,000
shares of preferred stock, of which no shares are outstanding; and (ii)
10,000,000 shares of common stock, par value $0.001 per share ("Subsidiary
Common Stock"), of which 100 shares are held by Parent, representing 100%
of the
outstanding shares of Subsidiary Common Stock.
D. On
the
date of this Merger Agreement, Parent has authority to issue: (i) 50,000,000
shares of Common Stock, par value $0.001 per share, of which 7,418,336 shares
are issued and outstanding ("Parent Common Stock"); and (2) 5,000,000 shares
of
Preferred Stock, par value $0.001 per share, of which no shares are issued
and
outstanding ("Parent Preferred Stock");.
E. The
respective Boards of Directors of Parent and Subsidiary have determined that
it
is advisable and to the advantage of such corporations that Subsidiary merge
with and into Parent upon the terms and conditions herein provided (the
“Merger”).
F. The
respective Boards of Directors of Parent and Subsidiary have approved this
Merger Agreement, and the Board of Directors of Subsidiary has directed that
this Merger Agreement be submitted to the vote of its sole
stockholder.
G. For
United States federal income tax purposes, it is the intention of the parties
to
this Agreement that the merger shall qualify as a “reorganization” for federal
income tax purposes within the meaning of Section 368(a) of the Internal
Revenue
Code and that this Agreement shall constitute a “plan of reorganization” for the
purposes of the Internal Revenue Code.
NOW,
THEREFORE, in consideration of the mutual promises and on the terms and
conditions set forth below, the mutuality, adequacy and sufficiency of which
are
hereby acknowledged, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Subsidiary
shall
merge with and into Parent.
I. TERMS
AND
CONDITIONS
1.1 Merger.
Upon
the date this Merger Agreement is made effective in accordance with applicable
Delaware law by filing a Certificate of Ownership and Merger with the Delaware
Secretary of State (the "Effective Date"), Subsidiary shall be merged with
and
into Parent (the "Merger"), and Parent shall be the surviving corporation
of the
Merger.
1.2 Filing
and Effectiveness.
The
Merger shall become effective when a properly executed Certificate of Ownership
and Merger meeting the requirements of the DGCL shall have been filed with
the
Secretary of State of the State of Delaware.
1.3 Succession.
Upon
the Effective Date, the separate existence of Subsidiary shall cease and
Parent
shall succeed to all of the rights, privileges, powers and property of
Subsidiary in the manner of and as more fully set forth in Section 259 of
the
General Corporation Law of the State of Delaware.
1.4 Subsidiary
Common Stock.
Upon
the Effective Date, by virtue of the Merger and without any action on the
part
of the holder thereof or the Constituent Corporations, each share of Subsidiary
Common Stock issued and outstanding immediately prior thereto shall be
cancelled.
II. CHARTER
DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate
of Incorporation and Bylaws.
The
Certificate of Incorporation of Parent as in effect immediately prior to
the
Effective Date shall continue in full force and effect thereafter as the
Certificate of Incorporation of Parent without change or amendment until
such
Certificate of Incorporation is duly amended in accordance with the provisions
thereof and applicable law, except that the Certificate of Incorporation
of
Parent shall be amended in accordance with the provisions of Section 253(b)
of
the DGCL as follows:
“FIRST.
The name of this corporation is “RADIANT LOGISTICS, INC.”
The
Bylaws of Parent in effect immediately prior to the Effective Date shall
continue in full force and effect thereafter as the Bylaws of Parent without
change or amendment, until such Bylaws are duly amended in accordance with
the
provisions thereof and applicable law.
2.2 Directors.
The
directors of Parent immediately prior to the Effective Date shall upon the
Effective Date remain the directors of Parent and shall serve until the next
annual meeting of shareholders of Parent and until their successors are duly
elected and qualified or until their earlier resignation, removal or
death.
2.3 Officers.
The
officers of Parent shall remain the officers of Parent upon the Effective
Date
and shall serve until their successors are duly elected and qualified or
their
earliest resignation, removal or death.
III. MISCELLANEOUS
3.1 Further
Assurances.
From
time to time, as and when required by Parent or by its successors and assigns,
there shall be executed and delivered on behalf of Subsidiary such deeds
and
other instruments, and there shall be taken or caused to be taken by it such
further and other actions, as shall be appropriate or necessary in order
to
vest, perfect or confirm, of record or otherwise, in Parent the title to
and
possession of all of the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Subsidiary and otherwise
to
carry out the purposes of this Merger Agreement, and the proper officers
and
directors of Parent are fully authorized in the name and on behalf of Subsidiary
or otherwise to take any and all such action and to execute and deliver any
and
all such deeds and other instruments.
3.2 Abandonment.
At any
time before the Effective Date, this Merger Agreement may be terminated and
the
Merger may be abandoned by the Board of Directors of either Subsidiary or
Parent
or both, notwithstanding the approval of this Merger Agreement by the
shareholders of Subsidiary and Parent.
3.3 Governing
Law.
This
Agreement shall in all respects be construed, interpreted and enforced in
accordance with and governed by the laws of the State of Delaware.
3.4 Counterparts.
In
order to facilitate the filing and recording of this Merger Agreement, the
same
may be executed in any number of counterparts and delivered via facsimile,
each
of which shall be deemed to be an original.
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of page intentionally left blank]
IN
WITNESS WHEREOF, this Merger Agreement, having first been duly approved by
the
respective Boards of Directors of Subsidiary and Parent, is hereby executed
on
behalf of each said corporation and attested by their respective officers
thereunto duly authorized.
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GOLF
TWO, INC.
a
Delaware corporation
By:
Name:
Xxxx
X. Xxxxx
Title:
CEO
RADIANT
LOGISTICS, INC.
a
Delaware corporation
By:
Name:
Xxxx
X. Xxxxx
Title:
President
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