AGREEMENT AND PLAN OF EXCHANGE
AGREEMENT AND PLAN OF EXCHANGE dated as of January 12 , 2002 (this
"Agreement") by and between Solutions Technology, Inc., a Nevada corporation,
("STI") and International Mercantile, Corp., a Missouri corporation, ("IMC" or
the "Parent Corporation", and together with STI the "Constituent Corporations").
WHEREAS, the Boards of Directors of STI and IMC desire that STI becomes a
wholly owned subsidiary of IMC and that all issued and outstanding common shares
of STI will be exchanged for an equal number of newly issued Class A common
shares of IMC pursuant to the terms and conditions of this Agreement and in
accordance with the Nevada Revised Statutes ("NRS") and the Missouri Revised
Statutes ("MRS"); and
WHEREAS, the Constituent Corporations have agreed to the Exchange (as
defined below) pursuant to and in accordance with the terms of this Agreement
and each has adopted and approved this Agreement in accordance with, where
applicable, the NRS and MRS; and
WHEREAS, the stockholders of STI, by a majority vote, have adopted and
approved this Agreement in accordance with the NRS, and the stockholders of IMC
have adopted and approved this Agreement in accordance with the MRS; and
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
THE EXCHANGE
Article 1.1 The Exchange. STI shall become a wholly owned subsidiary of IMC
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and all issued and outstanding common shares of STI will be exchanged for an
equal number of newly issued Class A common shares of IMC (the "Exchange"). On
the Effective Date (as defined below), IMC shall be the parent corporation and
STI will become a wholly owned subsidiary of IMC. The corporate existence of IMC
with its purposes, powers and objects, shall continue unaffected and unimpaired
by the Exchange, and as the Parent Corporation it shall have all the rights and
obligations as and to the extent provided in the NRS and MRS.
Article 1.2 The Effective Date. The Exchange sha1l become effective (the
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"Effective Date") upon execution of this Agreement.
Article 1.3 Required Approvals. This Agreement has been adopted and
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approved by STI and IMC in accordance with the applicable provisions of the NRS
and MRS. As of the date of such approvals, 20,511,365 shares of common stock,
$.001 par value per share, of STI were issued and outstanding and approximately
1,900,000 shares of Class A common stock, $.10 par value per share, of IMC and
1,142,857 shares of Class B common stock, $ .01 par value per share, of IMC were
issued and outstanding.
Article 1.4 Corporate Name. The name under which STI was originally formed
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in Nevada was Xxxxxxxx.xxx, Inc. The name under which IMC was originally formed
in Missouri was International Mercantile Corp.
Article 1.5 Boards of Directors. Immediately upon execution of this
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Agreement, and as soon as permitted by law, all of the members of IMC's Board of
Directors shall resign. Prior to the resignation of IMC's Board of Directors, a
duly authorized Board of Directors Resolution shall be made appointing the
following persons to the officer and/or director positions indicated:
Name Position
---- --------
Xxxxx X. Xxxxxxxxx Chief Executive Officer, President,
and Chairman of the Board of Directors
Xxxxx Xxxxxxxx Vice President, Secretary, and Director
Dough Xxxxxx Director
The terms of the officers and/or directors shall be determined by the Board
of Directors of the Parent Corporation in accordance with its By-Laws.
ARTICLE II
EXCHANGE OF SHARES
Article 2.1 Effect of Exchange on Capital Stock. On the Effective Date, by
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virtue of the Exchange and without any action on the part of the Constituent
Corporations or the holders of any capital stock thereof:
(a) Exchange of STI Common Shares. All issued and outstanding STI common
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shares (which are 20,511,365 shares) shall be exchanged for the same
number of newly issued Class A Common Stock, $ .10 par value per
share, (the "Exchanged Shares"), of the Parent Corporation, which
Exchanged Shares shall be issued to existing shareholders of STI on a
pro rata basis in accordance with the Plan. Therefore, each share of
the common stock of STI that is issued and outstanding immediately
prior to the Effective Date shall be exchanged for one (1) share of
newly issued Class A Common Stock of IMC.
(b) Continuance of the Capital Stock of IMC. Each share of the Class A and
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Class B Common Stock of IMC that is issued and outstanding immediately
prior to the Effective Date shall continue to be issued and
outstanding.
Article 2.2 Closing of Transfer Books. From and after the Effective Date
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the stock transfer books of STI shall be closed and no transfer of any capital
stock of STI shall thereafter be made except as contemplated by this Agreement.
If, after the Effective Date, certificates representing any shares of such
capital stock are presented to the Parent Corporation they shall be canceled and
exchanged for the consideration specified in Article 2.1
ARTICLE III
REPRESENATIONS AND WARRANTIES
Article 3.1 Representations and Warranties. Each of the Constituent
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Corporations hereby represents and warrants to the other that such party: (i) is
a corporation duly organized and in good standing in its jurisdiction of
incorporation; (ii) has obtained the requisite approval of its Board of
Directors and stockholders to effect the Exchange; and (iii) has full power and
authority to execute, deliver and perform this Agreement.
ARTICLE IV
CONDITIONS TO CLOSING THE EXCHANGE
Article 4.1 Closing Date. The closing date under this Agreement is the same
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as the Effective Date (as defined above).
Article 4.2 Post Closing Obligations. As a condition subsequent to the
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closing of Exchange contemplated by this Agreement, (i) an Article of Exchange
shall be filed with the Secretary of State of the State of Nevada and/or the
Secretary of State of the State of Missouri, where applicable, in the form of
which is attached to this Agreement; and (ii) the shareholders of STI shall
cause to be transferred to any persons processing or obligated to process
prescriptive rights to shares of STI, all outstanding shares of STI. The amount
of shares of Class A Common Stock to be issued by IMC pursuant to this Agreement
shall be duly issued and transferred to the shareholders of STI common stock
immediately following the execution of this Agreement.
ARTICLE V
ACCOMPLISHMENT OF THE EXCHANGE
Article 5.1 Further Assurances. The parties hereto each agree to execute
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such documents and instruments and to take whatever action may be necessary or
desirable to consummate the Exchange.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Article 6.1. Governing Law. This Agreement shall be construed under and in
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in accordance with the laws of the State of Nevada applicable to contracts to be
fully performed in such state without giving effect to any choice of law
principles.
Article 6.2. Headings. The headings set forth herein are for convenience
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only and shall not be used in interpreting the text of the section in which they
appear.
Article 6.3 Binding Effect: Successors and Assigns. This Agreement may not
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be assigned by either party without the written consent of the other party. This
Agreement shall be binding upon and shall inure to the benefit of the respective
successors and permitted assigns of the parties.
Article 6.4 Prior Agreements: All prior negotiations, representations,
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understandings and agreements among the Constituent Corporations are merged and
superseded by this Agreement, which expresses the complete agreement of the
Constituent Corporations with respect to the subject matter hereof.
Article 6.5 Counterparts. This Agreement may be executed in separate
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counterparts, all of which, when so executed and delivered, shall be deemed to
be an original, and such counterparts when taken together shall constitute but
one and the same agreement.
Article 6.6 Facsimile Signatures. Facsimile transmissions of signatures of
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this Agreement shall have the same binding force and effect as originals
thereof.
Article 6.7 Exchange Agreement. A copy of this Agreement is on file at the
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principal place of business of STI, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, Xxx
Xxxxxx 00000, and will be provided by STI or the Parent Corporation, on request
and without cost, to any stockholder or STI or IMC.
IN WITNESS WHEREOF, the undersigned corporations have caused this Agreement
and Plan of Exchange to be executed by its duly authorized officers on this 12th
day of January 2002.
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx / President,
Solutions Technology, Inc.
/s/ Xxxxx Faccinni
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Xxxxx Xxxxxxxx / Secretary,
Solutions Technology, Inc.
/s/ Xxx Xxxxx
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Xxx Xxxxx / President,
International Mercantile Corp.
/s/ Xxxxxxxx Xxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxx / Secretary,
International Mercantile Corp.
