AGREEMENT OF MERGER
This Agreement of Merger is entered into between GARDEN VALLEY NATURALS,
INC., a California corporation ("Surviving Corporation") and ORGANIC FOOD
PRODUCTS, INC., a California corporation ("Disappearing Corporation").
1. Disappearing Corporation shall be merged into Surviving Corporation.
2. Each outstanding share of Disappearing Corporation shall be converted
to 3.7124975 shares of Surviving Corporation.
3. The outstanding shares of Surviving Corporation shall remain outstanding
and are not affected by the merger.
4. Disappearing Corporation shall, from time to time, as and when requested
by Surviving Corporation, execute and deliver all documents and instruments and
take all actions necessary or desirable to evidence or carry out this merger.
5. The effect of the merger and the effective date of the merger are as
prescribed by law.
IN WITNESS WHEREOF the parties have executed this Agreement.
GARDEN VALLEY NATURALS, INC.
By:
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Xxxxx Xxxx, President
By:
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Xxxx Xxxxxxxxx, Secretary
ORGANIC FOOD PRODUCTS, INC.
By:
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Xxxx Xxxxxxxxxxx, President
By:
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Xxxxx Xxxxx, Secretary
