FIRST AMENDMENT
TO AGREEMENT AND PLAN
OF MERGER
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (the
"Amendment") is made and dated as of 10th day of December, 1998, by and between
The Majestic Companies, Ltd., a Delaware corporation ("Majestic") and SkyTex
International, Inc., a Nevada corporation ("SkyTex").
WITNESSETH:
WHEREAS, Majestic and SkyTex entered into an Agreement and Plan of
Merger dated as of October 8, 1998 (the "Agreement") for the merger of Majestic
and SkyTex, with SkyTex being the surviving corporation; and
WHEREAS, the parties have entered into negotiations for certain
amendments to the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties agree as follows:
1. Change in Surrender of Shares. Section 1.4 (a) is hereby deleted in
its entirety and shall be of no further force and effect.
2. Change in Conversion Ratio. Section 1.4 (b) shall be amended to
reflect the stockholders of Majestic shall be entitled to receive one (1) share
of common stock of SkyTex for each one (1) share of common stock of Majestic,
rather than one (1) share of common stock of SkyTex for each one and ninety
eight one-hundredths (1.98) shares of common stock of Majestic.
3. Effect of Amendment. Except as expressly amended in this Amendment,
the terms, conditions and agreements set forth in the Agreement shall remain in
full force and effect and unmodified.
IN WITNESS WHEREOF, the parties have executed this Amendment under seal
as of the day and year first above written.
WITNESS: THE MAJESTIC COMPANIES, LTD.
Xxxxxx X. Xxxxx By: Xxxxxxx X. Xxxxxxxxx, (SEAL)
------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxxx,
President & Chief Executive Officer
SKYTEX INTERNATIONAL, INC.
X. Xxxxxxx By: Xxxxx Xxxxxx (SEAL)
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Xxxxx Xxxxxx, President
Articles of Merger of Domestic and Foreign Corporations Into
Skytex International, Inc.
Pursuant to the provisions of the State of Nevada Revised Statutes, the
undersigned domestic and foreign corporations adopt the following articles of
merger for the purpose of merging them into one of such corporations:
First: The names of the undersigned corporations and the states under the laws
of which they are respectively organized are:
The Majestic Companies, LTD.-Delaware
Skytex International, Inc.-Nevada
Second: The laws of the state under which such foreign corporation is organized
permit such a merger.
Third: Skytex International, Inc. shall be the surviving corporation. The name
of the surviving corporation shall then immediately be changed to The Majestic
Companies, LTD., and it is to be governed by the laws of the state of Nevada.
Fourth: The following plan of merger was approved by the shareholders of the
undersigned domestic corporation in the manner prescribed by the Nevada Revised
Statutes, and was approved by the undersigned foreign corporation in the manner
prescribed by the laws of the state under which it is organized: Skytex
International, Inc. will exchange one share for each I shares of The Majestic
Companies, LTD outstanding shares at the time of merger.
Fifth: As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, are as follows:
The Majestic Companies, Ltd.-Delaware: 12,797,231 common shares voted in favor
of merger with 638,300 shares abstained from voting, with no votes against.
SkyTex International, Inc.-Nevada: 2,194,300 common shares voted in favor of
merger with 455,700 abstained from voting, with no votes against.
Seventh: If the surviving corporation is to be governed by the laws of any other
state, such surviving corporation hereby: (a) agrees that it may be served with
process in the State of Nevada in any proceeding for the enforcement of any
obligation of the undersigned domestic corporation and in any proceeding for the
enforcement of the rights of a dissenting shareholder of such domestic
corporation against the surviving corporation; (b) irrevocably appoints the
Secretary of State of Nevada as its agent to accept service of process in any
such proceeding, and (c) agrees that it will promptly pay to the dissenting
shareholders of such domestic corporation the amount, if any to which they shall
be entitled under the provisions of the Nevada Revised Statutes with respect to
the rights of dissenting shareholders.
Dated: November 3, 1998
SkyTex International, Inc. (Nevada)
By /s/ Xxxxx Xxxxxx
------------------
Xxxxx Xxxxxx, Pres. And Sec.
SUBSCRIBED and SWORN to me
This 5th day of December, 1998
/s/ Xxxxxx X. Xxxxxxxx
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NOTARY PUBLIC in and for said County and State
The Majestic Companies, Ltd.
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx, President
& Chief Executive Officer
SUBSCRIBED and SWORN to me
This 4th day of December, 1998
????????
--------------------------------
NOTARY PUBLIC in and for said County and State
