Exhibit 2.0
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") is made and entered into as of this 26th day of March, 1999, between
Golf One Industries, Inc., a Delaware corporation ("Golf One") and Grafix
Corporation, a Delaware corporation (the "Company"), with reference to the
following facts:
RECITALS
A. Golf One is a corporation duly organized and existing under the laws of
the State of Delaware.
B. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
E. The stockholders of Golf One and the Company have determined that it is
advisable and in the best interests of each such company that Golf One merge
with and into the Company upon the terms and subject to the conditions of this
Merger Agreement for the purpose of effecting the merger of Golf One into the
Company in the State of Delaware.
F. The stockholders of Golf One and the Company have, by resolutions duly
adopted on March 26, 1999, and February 23, 1999, respectively, approved and
adopted this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, each of the parties to this Agreement (the "Parties") hereby
agree as follows:
1. Merger. In accordance with Section 251 of the Delaware General
Corporation Law (the "Delaware Law") on the Effective Date (as defined herein),
Golf One shall be merged with and into the Company pursuant to the terms and
conditions set forth herein (the "Merger"), effective as of and at the Effective
Time (as defined herein).
2. Filing of Certificate of Merger. As soon as practicable, but in no case
later than 20 days following the date of this Agreement, the Parties will cause
to be executed and filed the Certificate of Merger as prescribed by Section
251(c) of the Delaware Law to give effect to the Merger and to effect the
transfer of all assets and liabilities of Golf One to the Company.
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3. Effective Date. The date on which the Merger shall become effective is
the date on which the Certificate of Merger is filed with the Delaware Secretary
of State (the "Effective Date"). The time at which the Certificate is filed is
referred to herein as the "Effective Time."
4. Separate Existence. The separate existence of Golf One shall cease at
the Effective Time.
5. Surviving Entity, Name. The Company (sometimes referred to herein as the
"Surviving Entity") shall survive the Merger and will continue to carry on its
business after the Effective Time as a Delaware corporation under the new name
"Xxxx Xxxxxx Direct, Inc."
6. Certificate of Formation; Formation Agreement. The Certificate of
Incorporation of the Company in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation of the surviving entity after the
Merger and shall continue in full force and effect without further change or
amendment until thereafter amended in accordance with the provisions thereof and
applicable law. The Bylaws of the Company in effect immediately prior to the
Effective Time shall constitute the Bylaws of the surviving entity without
change or amendment until thereafter amended in accordance with the provisions
thereof and applicable law.
7. Conversion of Interests. At the Effective Time, by virtue of the Merger
and without any action on the part of the holder thereof, all of issued and
outstanding shares of capital stock of the Golf One shall, by virtue of the
Merger and without any action on the part of Golf One, the Company or the holder
of such shares be cancelled and converted into 47,974,760 shares of fully paid
and nonassessable shares of Common Stock, par value $0.001 per share, of the
Company. Furthermore, the Company shall issue a total of 24,885,660 shares of
fully paid and nonassessable shares of Common Stock, par value $ 0.001 per
share, of the Company to certain identified lenders and vendors of Golf One, as
set forth on the attached Schedule 1, incorporated herein by reference.
Furthermore, the Company shall reserve an additional 7,500,000 shares of its
Common Stock for issuance pursuant to the Xxxx Xxxxxx Group, Inc. acquisition
contemplated by the Company and Golf One.
8. Further Assurances. Each of the Parties hereto hereby covenants and
agrees that it will use its respective best efforts to cause the conditions set
forth herein to be satisfied on or before the Effective Date. Each Party hereto
shall, execute, acknowledge and deliver such agreements, documents, instruments
and other writings, and otherwise do all such acts and things, as the requesting
Party may reasonably require in order to carry out and effectuate the purposes
of this Agreement and the transactions covered and contemplated hereby.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the date first above written.
GOLF ONE INDUSTRIES, INC.,
a Delaware corporation
By: /s/ X.X. XXXXXXXXX, XX.
--------------------------------
Name: X. X. Xxxxxxxxx, Xx.
Its: President
GRAFIX CORPORATION,
a Delaware corporation
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Its: President and CEO
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