MERGER AGREEMENT
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This Agreement of Merger is made this 18th day of December, 2000, by
and between Sweets and Eats, Inc., a Florida corporation with its principal
place of business at 0000 Xxxxx Xxxxxxxx Xxx, Xxxxxxx, XX 00000 ("the Surviving
Corporation"), and Safe Transportation Systems, Inc., a Wyoming corporation with
its principal place of business at 0000 Xxxxxxx Xxx, 0 Xxxxx X, Xxxxxxxxxx, XX
00000 ("the Absorbed corporation").
RECITALS
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1. Safe Transportation Systems, Inc., ("STS" is a corporation duly
organized and existing under the laws of the State of Wyoming, with its
principal place of business at 0000 Xxxxxxx Xxx, X Xxxxx X, Xxxxxxxxxx, XX
00000.
2. STS has a capitalization of 50,000,000 shares of common stock having
a par value of $0.001 per share and 5,000,000 preferred shares, of which
12,000,000 common shares are issued and outstanding.
3. Sweets and Eats, Inc. ("SAE") is a corporation duly organized and
existing under the laws of the State of Florida, with its principal place of
business at 0000 Xxxxx Xxxxxxxx Xxx, Xxxxxxx, XX, 00000.
4. SAE has a capitalization of 50,000,000 authorized shares of common
stock, having a par value of 5.001 per share, of which 4,000,000 shares are
issued and outstanding.
5. The boards of directors of the constituent corporations deem it
desirable and ill the best interests of the corporations and their shareholders
that STS be merged into SAE, in accordance with Florida Statute 607.1101 in
order that the corporation qualify as a "reorganization" within the meaning of
Section 368(a)(1)(A) of the Internal Revenue Code and Florida Statute 607, l101.
In consideration of the mutual covenants, and subject to the terr118
and conditions hereinafter set forth, tile constituent corporations agree as
follows:
SECTION ONE - MERGER
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6. STS shall merge into SAE, which shall be the surviving corporation.
SECTION TWO - TERMS AND CONDITIONS
---------------------------------
7. On tire effective date of the merger, the separate existence of the
absorbed corporation shall cease, and the surviving corporation shall succeed to
all the rights, privileges, immunities, and franchises, and all the property:
real, personal, and mixed, of the absorbed corporation, without the necessity
for any separate transfer. The surviving corporation shall thereafter be
responsible and liable for all liabilities and obligations of the absorbed
corporation, and neither the rights of creditors nor any liens on the property
of the absorbed corporation shall be impaired by the merger.
8. On the effective date, the separate existence of STS shall cease,
and SAE, shall be fully vested in STS's rights, priviledges, immunities, powers
and 6anchiscs, subject to its restrictions, liabilities, disabilities, and
duties, all as more particularly set forth in Florida Statute 607.1106.
9. If at any time after tile effective date SAE shall determine that
any further conveyances, agreements, documents, instruments, and assurances or
any further action is necessary or desirable to carry out the provisions of this
agreement, the appropriate officers of SAE or STS, as the case may be, whether
past or remaining in office, shall execute arid deliver, upon the request of
SAE, arty arid all proper conveyances, agreements, documents, instruments, and
assurances and perform all necessary or proper acts to vest, perfect, confirm,
or record such title thereto in SAE or to otherwise carry out the provisions of
this agreement.
10. After tile effective date of the merger, each holder
of certificates for shares of STS
shall surrender them to SAE ill such manner as SAE shall legally require . On
receipt of such certificates, SAE shall issue and exchange therefor certificates
for shares of SAE, representing the number of shares of such stock to which such
holder is entitled as provided for herein. Holders of certificates of shares of
SAE shall not be entitled to dividends payable on shares of stock in the
surviving corporation until certificates have been issued to such shareholders.
Thereafter, each such shareholder shall be entitled to receive any dividends on
shares of the surviving corporation issuable to them hereunder that may have
been declared and paid between the effective date of the merger and the issuance
to such shareholder of the certificate for such shares in tire surviving
corporation.
SECTION THREE - CONVERSION OF SHARES
------------------------------------
11.The manner and basis of converting the shares of the absorbed
corporation into shares of the surviving corporation is as follows:
A. With each share of STS owned prior to the Merger, such shareholder
will receive one share of SAE.
B. All shares of SALE stock into which shares of STS stock shall have
been converted and become exchangeable for pursuant to this agreement shall, be
deemed to have been paid in full satisfaction of such converted shares.
C. Fractional shares of SAE stock will not be issued. Former holders of
STS stock who would be entitled to receive fractional shares of SAE on the
effective date, if any, shall receive in lieu thereof cash in an amount
determined as follows: one dollar ($ 1.00) for each fractional share. SECTION
FOUR - ARTICLES OF INCORPOIZAT10N --
12. The Articles of Incorporation of the surviving Corporation shall
continue to be its Articles of Incorporation following the effective date of the
merger.
SECTION FIVE - BY-LAWS
----------------------
13. Tile by-laws of the surviving corporation shall continue to be its
bylaws following the effective date of tile merger.
SECTION SIX - DIRECTORS AND OFFICERS
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14. The directors and officers of the surviving corporation as of tile date
of tire merger, shall be:
Xxxxx X. Xxxx President, Chief Executive Officer and Director
Xxx Xxxxxxx Executive Vice President and Director
Xxxxxxx Riebalkin Vice President of New Product Development
Xxxxxx Xxx Xxxx, Xx. Director
SECTION SEVEN - APPROVAL OF SHAREHOLDERS
----------------------------------------
15. This agreement of merger shall be submitted for the approval of the
shareholders of tile constituent corporations in tire manner provided by
,applicable law at meetings to be held at such time as the boards of directors
of the constituent corporations may agree.
SECTION EIGHT - EFFECTIVE DATE
------------------------------
16. The effective date of this merger shall be the date when a
certificate of merger is filed with the Florida Secretary of State.
SECTION NINE- ABANDONMENT OF MERGER
-----------------------------------
17, This agreement of merger may be abandoned by action of the board of
directors of either the surviving or the absorbed corporation at any time prior
to the effective date oil the happening of either of the following events;
A. If the merger is not approved by the shareholders of either of the
constituent corporations, or
13. If, in the judgment of tire board of directors of either of the
constituent corporations, the merger would be impracticable due to the number of
dissenting shareholders asserting appraisal rights under applicable state law.
SECTION TEN - EXECUTION OF AGREEMENT
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18. This agreement of merger maybe executed in any number of
counterparts, and each such counterpart shall constitute an original instrument.
Facsimile signatures shall constitute original signatures.
EXECUTED on behalf of the parties by their officers, and sealed with
their corporate seals, respectively, pursuant to the authorization of their
respective boards of directors oil the date first written above.
Safe Transportation Systems, Inc.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
Sweets and Eats, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
Safe Transportation Systems. Inc. Sweets and Eats, Inc.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxx, President Xxxxx X. Xxxxxx, President
STATE OF WASHINGTON
COUNTY OF (illegible)
Sworn to and subscribed before me this _ day of December, 2000, by
Xxxxx X. Xxxx, as President of Safe Transportation Systems, Inc. who is
personally known to me or who provided an identification.
Commission Expires: April 4th, 2003 (NOTARY SEAL OMITTED)
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Notary Public
STATE OF FLORIDA
COUNTY OF ORANGE
Sworn to and subscribed before me this _ day of December, 2000. by
Xxxxx X. Xxxxxx, as President of Sweets and Eats, Inc., who is personally known
to me or who provided an identification.
Commission Expires: ----------------------
Notary Public
----------------------
Printed Name of Notary
Seventh: This certificate of merger is effective when is filed in the office of
the Secretary of State of the State of Florida and the Secretary of
State of Utah.
WHEREFORE, the undersigned has caused this certificate to be executed
this 18th day of December, 2000.
Safe Transportation Systems. Inc. Sweets and Eats, Inc.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxx, President Xxxxx X. Xxxxxx, President
STATE OF
COUNTY OF
Sworn to and subscribed before me this day of December, 2000, by Xxxxx
X. Xxxx, as President of Safety Transportation Systems, Inc. who is personally
known to me or who provided an identification.
Commission Expires: ----------------------
Notary Public
----------------------
Printed Name of Notary
STATE OF FLORIDA
COUNTY OF ORANGE
Sworn to and subscribed before me this 19 day of December, 2000, by
Xxxxx X. Xxxxxx, as President of Sweets and Eats, Inc., who is personally known
to me or who provided an identification.
Commission Expires: November 11, 2003 (NOTARY SEAL OMITTED)
By: /s/ Xxxxxxx X. X'Xxxxxxx
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Xxxxxxx X. X'Xxxxxxx
Notary Public
