AGREEMENT & PLAN OF REORGANIZATION
THIS AGREEMENT & PLAN OF REORGANIZATION ("Agreement") is entered into and
effective as of the 25th day of July, 2002 (the "Effective Date"), among Proton
Laboratorie-s L.L.C., a California limited liability company (hereinafter,
"Proton"), located at 0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX
00000, XxxxxxxXxxxxxxXxxx.xxx Inc., a Washington corporation (hereinafter,
"Bentley"), located at 0000 Xxxxx Xx., Xxxxxxxxx, X.X. , XXXXXX X0X 0X0, VWO I,
Inc., a Washington corporation (hereinafter, "Subsidiary"), a wholly owned
subsidiary of Bentley located at 0000 Xxxxx Xx., Xxxxxxxxx, X.X. , XXXXXX X0X
0X0 (Proton, Bentley, and Subsidiary are collectively referred to as the
"Constituent Companies"), and Xxxxxx Xxxxxxxxx, an individual and the sole
member of Proton ("Shareholder").
In consideration of covenants and conditions set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. BACKGROUND. The Parties have deemed it advisable and in the best
interests of the Constituent Companies, respectively, and their respective
shareholders, that Proton be combined with Bentley (the "Merger"). The
Constituent Companies desire to accomplish the Merger by merging Proton with and
into Subsidiary. The merger will be a forward triangular merger. For United
States federal income tax purposes, the Merger is intended to qualify as a
reorganization within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal
Revenue Code of 1986, as amended.
2. RELATED AGREEMENT. The Constituent Companies have entered into that
certain Agreement and Plan of Merger in substantially the form attached as
Exhibit A and incorporated herein by this reference, pursuant to which all of
the outstanding capital interests in Proton immediately prior to the Effective
Time shall be converted into and become One Million Seven Hundred Fifty Thousand
(1,750,000) fully paid and nonassessable shares of common stock, par value
$.0001 per share, of Bentley (the "Shares").
3. REPRESENTATIONS AND WARRANTIES OF THE CONSTITUENT COMPANIES.
3.1 Representations and Warranties of Proton. Proton represents and
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warrants to Subsidiary and Bentley as set forth below:
3.1.1 Proton is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of California
with full power and authority to enter into and perform the transactions
contemplated by this Agreement. Proton has full power and lawful authority to
own, or to hold under lease, property and to engage in any lawful business.
3.1.2 This Agreement constitutes a valid obligation, legally
binding upon Proton in accordance with its terms. The execution and delivery of
this Agreement and the consummation of the transaction contemplated hereby do
not and will not result in any breach of, or default under, any agreement,
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license or other obligation of Proton. This Agreement constitutes, or when
executed and delivered shall constitute, a valid and binding obligation of the
Proton enforceable against the Proton in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of creditor's
rights and remedies or by other equitable principles of general application.
3.1.3 Except as otherwise disclosed in a writing delivered to
Bentley and Subsidiary by Proton on execution of this Agreement, Proton is not
in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any material indenture, mortgage,
deed of trust or other material instrument or agreement to which it is a party
or by which it or its property is bound.
3.1.4 Proton complies and will, as of the Closing date, comply in
all material respects with all applicable federal and state laws, including but
not limited to those relating to securities regulation, environmental regulation
and hazardous materials, and all rules, regulations and orders of local
governing authorities. Proton has not received any notice with which it has not
complied from any governmental authority or agency or from any inspection body
stating that Proton fails or may fail to comply with any applicable law,
ordinance, regulation, building or zoning law, or requirements of any public
authority or body.
3.1.5 There is no pending or threatened suit, action or
litigation, administrative, arbitration or other proceeding or governmental
investigation or inquiry to which Proton or its members or managers are a party
or subject.
3.2 Representations and Warranties of Bentley. Bentley represents and
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warrants to Proton as set forth below:
3.2.1 Bentley is a corporation duly organized, validly existing
and in good standing under the laws of the State of Washington. Bentley has full
power and lawful authority to own, or to hold under lease, property and to
engage in any lawful business. Bentley has registered its Common Stock pursuant
to Section 12 of the Securities Exchange Act of 1934 ("1934 Act").
3.2.2 This Agreement constitutes a valid obligation, legally
binding upon Bentley in accordance with its terms. The execution and delivery
of this Agreement and the consummation of the transaction contemplated hereby do
not and will not result in any breach of, or default under, any agreement,
license or other obligation of Bentley or Bentley. This Agreement constitutes,
or when executed and delivered shall constitute, a valid and binding obligation
of the Bentley enforceable against the Bentley in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of creditor's rights and remedies or by other equitable principles of general
application.
3.2.3 The authorized capital stock of Bentley consists of
100,000,000 shares of Common Stock having a par value of $0.0001 per share of
which 2,250,000 shares are issued and outstanding as of the date of this
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Agreement and 20,000,000 shares of Preferred Stock having a par value of $0.0001
per share, of which -0- shares are issued and outstanding as of the date of this
Agreement. All issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable. There are
not now, and will not be on the Closing Date, any outstanding subscriptions,
options, warrants, calls, convertible shares, debts, understandings,
restrictions, arrangements or rights of any character to which Bentley is a
party or by which it may be bound obligating Bentley to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of Common Stock of
Bentley or to grant, extend or enter into any such option, warrant, call,
conversion right, commitment, agreement, contract, understanding, restriction,
arrangement or right. Bentley does not have any outstanding bonds, debentures,
notes or other indebtedness the holders of which have the right to vote (or
convertible or exercisable into securities having the right to vote) with
holders of Bentley Common Stock on any matter.
3.2.4 Upon Closing, Proton will acquire good title to the Shares,
free and clear of all liens, pledges, encumbrances, equities and claims,
including any liability for or claims of any taxing authority, creditor,
devisee, legatee or beneficiary of Bentley, and on due demand Bentley will
supply Proton with any proof of authority to transfer, or with any other
requisite, which may be necessary to obtain registration of the transfer of
Stock in Proton's name.
3.2.5 Bentley has furnished to Proton and its advisors, if any,
all materials relating to the business, finances and operations of Bentley,
including without limitation, Bentley's (1) Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001, (2) Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 2002, March 31, 2001, June 30, 2001, and
September 30, 2001 and (3) all other filings made by Bentley under the
Securities Exchange Act of 1934 (the "Bentley's SEC Documents."). Bentley
agrees to promptly provide Proton with copies of any subsequent SEC Documents
filed with the United States Securities and Exchange Commission ("SEC") by
Bentley.
3.2.6 None of Bentley's SEC Documents contained, at the time they
were filed, any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
made therein in light of the circumstances under which they were made, not
misleading. Bentley has since its inception filed all requisite forms, reports
and exhibits thereto with the SEC.
3.2.7 Since December 31, 2001, there has been no material adverse
effect on the business, operations or condition (financial or otherwise) or
results of operation of Bentley taken as a whole (a "Material Adverse Effect"),
except as disclosed in Bentley's SEC Documents. Since December 31, 2001, except
as provided in Bentley's SEC Documents, neither Bentley nor any of its
subsidiaries has (i) incurred or become subject to any material liabilities
(absolute or contingent) except liabilities incurred in the ordinary course of
business consistent with past practices; (ii) discharged or satisfied any
material lien or encumbrance or paid any material obligation or liability
(absolute or contingent), other than current liabilities paid in the ordinary
course of business consistent with past practices; (iii) declared or made any
payment or distribution of cash or other property to stockholders with respect
to its capital stock, or purchased or redeemed, or made any agreements to
purchase or redeem, any shares of its capital stock; (iv) sold, assigned or
transferred any other tangible assets, or canceled any debts or claims, except
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in the ordinary course of business consistent with past practices; (v) suffered
any substantial losses or waived any rights of material value, whether or not in
the ordinary course of business, or suffered the loss of any material amount of
existing business; (vi) made any changes in employee compensation, except in the
ordinary course of business consistent with past practices; or (vii) experienced
any material problems with labor or management in connection with the terms and
conditions of their employment. There are no proposals currently under
consideration or currently anticipated to be under consideration by the Board of
Directors or the executive officers of Bentley which proposal would (viii)
change the articles of incorporation or other charter document or by-laws of
Bentley, each as currently in effect, with or without shareholder approval,
which change would reduce or otherwise adversely affect the rights and powers of
the shareholders of the Common Stock or (ix) materially or substantially change
the business, assets or capital of Bentley, including its interests in
subsidiaries.
3.2.8 There is no fact actually known to Bentley (other than
general economic conditions known to the public generally or as disclosed in
Bentley's SEC Documents) that has not been disclosed in writing to Proton that
(i) would reasonably be expected to have a Material Adverse Effect, (ii) would
reasonably be expected to materially and adversely affect the ability of Bentley
to perform its obligations pursuant to this Agreement, or (iii) would reasonably
be expected to materially and adversely affect the value of the rights granted
to Proton in this Agreement.
3.2.9 Except as set forth in Bentley's SEC Documents, neither
Bentley nor any of its subsidiaries is in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any material indenture, mortgage, deed of trust or other material
instrument or agreement to which it is a party or by which it or its property is
bound.
3.2.10 On the Closing Date, Bentley shall have no liabilities of
any kind, fixed or contingent, including but not limited to accounts payable,
taxes, debts, obligations, leases, employment related obligations, fringe
benefits, employment taxes and contributions to industrial or unemployment
insurance funds, or any other indebtedness or leasehold interest of any nature,
other than that certain Xxxxxxxxxxxxxxx.xxx License Agreement dated March 20,
2000, by and between Xxxxxxx Xxxxx and Xxxxxxxxxxxxxxx.xxx Inc. and Assignment
of the License Agreement by Xxxxx to the Company dated March 20, 2000. There
are no amounts due for the payment of all federal, state, county, local or
foreign taxes of Bentley which are or may become payable by Bentley for all
periods ending prior to the Closing Date. Bentley has filed all federal, state,
county, local and foreign income, excise, corporate license or franchise,
property, sales or retail occupation taxes and other tax returns required to be
filed by it, and such returns are true and correct.
3.2.11 Bentley complies and will, as of the Closing date, comply
in all material respects with all applicable federal and state laws, including
but not limited to those relating to securities regulation, environmental
regulation and hazardous materials, and all rules, regulations and orders of
local governing authorities. Bentley has not received any notice with which it
has not complied from any governmental authority or agency or from any
inspection body stating that Bentley fails or may fail to comply with any
applicable law, ordinance, regulation, building or zoning law, or requirements
of any public authority or body.
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3.2.12 There is no pending or threatened suit, action or
litigation, administrative, arbitration or other proceeding or governmental
investigation or inquiry to which Bentley or its officers or directors are a
party or subject.
3.3 Representations and Warranties of Subsidiary. Subsidiary
-------------------------------------------------
represents and warrants to Proton as set forth below:
3.3.1 Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of the State of Washington. Subsidiary has
full power and lawful authority to own, or to hold under lease, property and to
engage in any lawful business.
3.3.2 This Agreement constitutes a valid obligation, legally
binding upon Subsidiary in accordance with its terms. The execution and
delivery of this Agreement and the consummation of the transaction contemplated
hereby do not and will not result in any breach of, or default under, any
agreement, license or other obligation of Subsidiary or Subsidiary. This
Agreement constitutes, or when executed and delivered shall constitute, a valid
and binding obligation of the Subsidiary enforceable against the Subsidiary in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or similar laws relating to, or affecting
generally the enforcement of creditor's rights and remedies or by other
equitable principles of general application.
3.3.3 The authorized capital stock of Subsidiary consists of
100,000,000 shares of Common Stock having a par value of $0.0001 per share of
which one share is issued and outstanding as of the date of this Agreement and
20,000,000 shares of Preferred Stock having a par value of $0.0001 per share, of
which -0- shares are issued and outstanding as of the date of this Agreement.
All issued and outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable. There are not now, and will
not be on the Closing Date, any outstanding subscriptions, options, warrants,
calls, convertible shares, debts, understandings, restrictions, arrangements or
rights of any character to which Subsidiary is a party or by which it may be
bound obligating Subsidiary to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of Common Stock of Subsidiary or to grant,
extend or enter into any such option, warrant, call, conversion right,
commitment, agreement, contract, understanding, restriction, arrangement or
right. Subsidiary does not have outstanding any bonds, debentures, notes or
other indebtedness the holders of which have the right to vote (or convertible
or exercisable into securities having the right to vote) with holders of
Subsidiary Common Stock on any matter.
4. ACTIONS IN CONJUNCTION WITH MERGER. At the closing of the Merger,
Bentley and its affiliates shall cooperate to:
4.1 Execute the Bentley Unanimous Consent of Board of Directors
effecting the following:
4.1.1 Accept the resignation letter of Xxxxxxx Xxxxx as the sole
director and sole officer of Bentley;
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4.1.2 Elect the following as the directors of Bentley, to serve
until the next annual meeting of stockholders of Bentley and the election and
qualification of their successors:
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxxxx
4.1.3 Elect the following as officers of Bentley, to serve until
the next annual meeting of stockholders of Bentley and the election and
qualification of their successors:
Xxxxxx Xxxxxxxxx as President
Xxxx Xxxxxxxx as Vice President and Chief Technical Officer
4.1.4 File all such documents as may be required by the SEC with
regard to the Merger and the above actions.
4.2 Shareholder shall deliver to Bentley and Bentley shall cancel the
lesser of (a) all of the Bentley shares of common stock owned by Shareholder
prior to the Merger or (b) 1,750,000 shares of Bentley common stock.
5. AGREEMENTS TO BE PERFORMED AFTER CLOSING.
5.1 Immediately following the Closing Date, Bentley and its affiliates
shall take steps to effect a share dividend on Bentley's common stock on a five
for one basis.
5.2 Bentley shall seek a market maker to file an application pursuant
to Rule 15c2-11 promulgated under the Securities Exchange Act of 1934, as
amended, to make a market in Bentley's shares.
6. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties, covenants and agreements of the parties in this
Agreement, shall be deemed to be conditions to the Merger and shall not survive
the Effective Time, except for the covenants and or agreements contained in
Sections 5, 6, 7 and 12 and the agreements delivered pursuant to this Agreement.
Notwithstanding the foregoing, nothing contained in this Section shall limit
any covenant or agreement that by its own terms contemplates performance after
the Effective Time.
7. IMPLEMENTATION. Each of the Constituent Companies shall take, or cause
to be taken, all actions or do, or cause to be done, all things necessary,
proper or advisable under the laws of the States of California and Washington,
including filing Articles of Merger with the Secretaries of States of California
and Washington, to consummate and make effective the Merger.
8. AMENDMENT. This Agreement may, to the extent permitted by law, be
amended, supplemented or interpreted at any time by action taken by the Board of
Directors of each of the Constituent Companies and written agreement of all the
Parties.
9. GOVERNING LAW. This Agreement and all matters relating to this Agreement
shall be governed by, construed and interpreted in accordance with the laws of
the State of Washington.
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10. BINDING EFFECT. Except as otherwise provided to the contrary, this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.
11. SEVERABILITY. If any provision of this Agreement is held to be invalid,
the same shall not affect in any respect the validity of the remainder of the
Agreement.
12. NOTICES. All notices shall be in writing and shall be deemed to have
been sufficiently given or served (a) immediately, when personally delivered,
(b) within three (3) days after being deposited in the United States mail, by
registered or certified mail, or (c) within one (1) day after being deposited
with a reputable overnight mail carrier which provides delivery of such mail to
be traced, addressed as indicated on the signature pages below.
Bentley and Subsidiary: Xxxxxxx Xxxxx
0000 Xxxxx Xx.
Xxxxxxxxx, X.X.
XXXXXX X0X 0X0
(000) 000-0000
Proton and Shareholder: Xxxxxx Xxxxxxxxx
Proton Laboratorie-s, L.L.C.
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
13. COUNTERPART AND FACSIMILE SIGNATURES. This Agreement may be signed in
counterparts, each of which shall be an original, but all of which shall
constitute one and the same document. Signatures transmitted by facsimile shall
be deemed valid execution of this Agreement binding on the parties.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.
Proton Laboratorie-s L.L.C., XxxxxxxXxxxxxxXxxx.xxx Inc.,
a California limited liability company a Washington corporation
By: /s/ Xxxxxx Xxxxxxxxx By /s/ Xxxxxxx Xxxxx
------------------------------ ------------------------------
Xxxxxx Xxxxxxxxx, Sole Member Xxxxxxx Xxxxx, President
VWO I, Inc., Xxxxxx Xxxxxxxxx
a Washington corporation
By: /s/ Xxxxxxx Xxxxx /s/ Xxxxxx Xxxxxxxxx
------------------------------ ---------------------------------
Xxxxxxx Xxxxx, President
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EXHIBIT A
Agreement and Plan of Merger by and Between
VWO I, Inc. and Proton Laboratorie-s L.L.C.
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AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
PROTON LABORATORIE-S, L.L.C., A CALIFORNIA LIMITED LIABILITY COMPANY
AND
VWO I INC., A WASHINGTON CORPORATION
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of the ____
day of _______________, 2002, by and between Proton Laboratorie-s, L.L.C., a
California limited liability company (hereinafter, "Disappearing Company"),
located at 0000 Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 and VWO I
Inc., a Washington corporation (hereinafter, "Surviving Corporation"), located
at 0000 Xxxxx Xx., Xxxxxxxxx, X.X. , XXXXXX X0X 0X0 (collectively, the
"Constituent Companies").
RECITALS
A. The Disappearing Company is a limited liability company organized
and existing under the laws of the State of California. The capitalization of
the Disappearing Company consists of $250,000 in interests/units ("Units").
B. The Surviving Corporation is a corporation organized and existing
under the laws of the State of Washington. The authorized capital stock of the
Surviving Corporation consists of 100,000,000 shares of Common Stock having a
par value of $0.0001 per share of which one share is duly issued and
outstanding, and 20,000,000 shares of Preferred Stock having a par value of
$0.0001 per share of which no shares are duly issued and outstanding.
C. The Parties have deemed it advisable and in the best interests of
the Parties and their respective shareholders, that the Disappearing Company be
merged with and into the Surviving Corporation (the "Merger") as authorized by
the laws of the States of Washington and California.
D. The Constituent Corporations have deemed it advisable, fair and in
their best interests pursuant to an Agreement and Plan of Reorganization among
XxxxxxxXxxxxxxXxxx.xxx Inc., a Washington corporation, the Surviving Corporation
and the Disappearing Corporation (the "Plan of Reorganization"), to enter into
this Agreement.
AGREEMENT
In consideration of the foregoing recitals, the covenants and conditions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. Merger; Effectiveness. The Disappearing Company shall be merged with and
----------------------
into the Surviving Corporation pursuant to the applicable provisions of the
Washington Business Corporation Act, Chapter 23B of the Revised Code of
Washington as amended, and Title 2.5 of the California Corporations Code, as
amended, and in accordance with the terms and conditions of this Agreement.
Upon the execution by the Surviving Corporation of Articles of Merger
incorporating this Agreement and the filing of such Articles of Merger with the
Secretaries of State of the States of Washington and California, the Merger
shall become effective (the "Effective Time of the Merger").
2. Articles of Incorporation. The Articles of Incorporation of the
---------------------------
Surviving Corporation shall, at the Effective Time of the Merger, be amended as
follows
Delete ARTICLE I and replace it with the following:
ARTICLE I
The name of the corporation is "Proton Laboratorie-s, Inc." and, as so
amended, shall be the Articles of Incorporation of the Surviving Corporation
until the same shall be further altered, amended or repealed as therein
provided.
3. Bylaws. The Bylaws of the Surviving Corporation in effect at the
------
Effective Time of the Merger shall, at the Effective Time of the Merger, shall
be and remain the Bylaws of the Surviving Corporation until the same shall be
further altered, amended or repealed as therein provided.
4. Directors and Officers. At the Effective Time of the Merger, the
------------------------
following persons shall become the directors and officers of the Surviving
Corporation and shall hold such offices in accordance with and subject to the
Certificate of Incorporation and Bylaws of the Surviving Corporation, as in
effect immediately after the Effective Time of the Merger.
Xxxxxx Xxxxxxxxx, President, Director
Xxxx Xxxxxxxx, Vice President, Chief Technical Officer, Director
5. Capital Conversion. At the Effective Time of the Merger, by virtue
-------------------
of the Merger and without any action on the part of the holder of any shares of
stock of the Disappearing Company or of the Surviving Corporation, all of the
outstanding Units of the Disappearing Company immediately prior to the Effective
Time shall be converted into and become One Million Seven Hundred Fifty Thousand
(1,750,000) fully paid and nonassessable share of common stock, par value $.0001
per share, of XxxxxxxXxxxxxxXxxx.xxx Inc.
6. Rights, Duties, Powers, Liabilities, Etc. At the Effective Time of the
----------------------------------------
Merger, the separate existence of the Disappearing Company shall cease, and the
Disappearing Corporation shall be merged in accordance with the provisions of
this Agreement with and into the Surviving Corporation, which shall possess all
the properties and assets, and all the rights, privileges, powers, immunities
and franchises, of whatever nature and description, and shall be subject to all
restrictions, disabilities, duties and liabilities of each of the Constituent
Companies; and all such things shall be taken and deemed to be transferred to
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and vested in the Surviving Corporation without further act or deed; and the
title to any real estate or other property, or any interest therein, vested by
deed or otherwise in either of the Constituent Companies, shall be vested in the
Surviving Corporation without reversion or impairment. Any claim existing or
action or proceeding, whether civil, criminal or administrative, pending by or
against either Constituent Company, may be prosecuted to judgment or decree as
if the Merger had not taken place, and the Surviving Corporation may be
substituted in any such action or proceeding.
7. Implementation. Each of the Constituent Companies shall take, or cause
--------------
to be taken, all action or do, or cause to be done, all things necessary, proper
or advisable under the laws of the States of Washington and California to
consummate and make effective the Merger.
8. Termination. This Agreement may be terminated for any reason at any
-----------
time before the filing of Articles of Merger with the Secretaries of State of
the States of California and Washington (whether before or after approval by the
shareholders of the Constituent Companies, or either of them) upon approval by a
majority in interest of the members of the Disappearing Company and by
resolution of the Board of Directors of the Surviving Corporation.
9. Amendment. This Agreement may, to the extent permitted by law, be
---------
amended, supplemented or interpreted at any time by action taken by the all of
the Members of the Disappearing Company and by resolution of the Board of
Directors of the Surviving Corporation. Provided, however, that this Agreement
may not be amended or supplemented after having been approved by the members of
the Disappearing Company and the shareholders of the Surviving Corporation
except by approval of a majority in interest of the members of the Disappearing
Company and a vote or consent of shareholders of the Surviving Corporation in
accordance with applicable law.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.
DISAPPEARING COMPANY: SURVIVING CORPORATION
Proton Laboratorie-s L.L.C., VWO I Inc.,
a California limited liability company a Washington corporation
By: __________________________ By: __________________________
Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx
Sole Member President
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ADOPTION OF THE AGREEMENT BY SHAREHOLDERS OF
RECORD OF THE CONSTITUENT COMPANIES:
The Agreement and Plan of Merger was approved at a Special Meeting of the
Members of the Disappearing Company held on ____________, 2002 at _______.m. by
members holding interests of 100% of the Disappearing Company.
Proton Laboratorie-s, L.L.C., a California limited liability company
By: _________________________________ __________________________
Xxxxxx Xxxxxxxxx, Sole Member (Date)
The Agreement and Plan of Merger was approved at a Special Meeting of the
shareholders of the Surviving Corporation held on ____________________, 2002 at
_______.m. by shareholders of record holding 1 share of voting stock, which
constitutes 100% of the Surviving Corporation's issued and outstanding shares.
VWO I, a Washington corporation
By: _________________________________ __________________________
Xxxxxxx Xxxxx, Secretary (Date)
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