Exhibit 2.1
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated March 1, 2001 ("Agreement"),
is entered into between Method Products Corp., a Florida corporation
("MPC-Florida"), and Method Products Corp., a Delaware corporation
("MPC-Delaware).
RECITALS
A. The respective Boards of Directors of MPC-Florida and MPC-Delaware
believe that the best interests of MPC-Florida and MPC-Delaware and their
respective stockholders will be served by the merger of MPC-Delaware with
MPC-Florida under and pursuant to the provisions of this Agreement and the
Delaware General Corporation Law and the Florida Business Corporation Act.
B. MPC-Delaware has an aggregate authorized capital of 20,000,000
shares of common stock, par value $.0001 per share ("MPC Stock"). On March 1,
2001, there were 9,961,005 shares of MPC-Delaware Common Stock issued and
outstanding.
C. MPC-Florida has an aggregate authorized capital stock of 82,000,000
shares consisting of 80,000,000 million shares of Common Stock, par value $.0001
per share ("MPC- Delaware Common Stock') and 2,000,000 shares of blank check
preferred stock, par value $.0001 par value ("MPC-Florida Preferred Stock). On
the date hereof, there was one share of MPC- Florida Common Stock issued and
outstanding and no shares of MPC-Florida Preferred Stock issued and outstanding.
AGREEMENT
In consideration of the Recitals and of the mutual agreements contained
in this Agreement, the parties hereto agree as set forth below.
1. Merger. MPC-Delaware shall be merged with and into MPC-Florida
("Merger").
2. Effective Date. The Merger shall become effective immediately upon
the later of the filing of this Agreement or a certificate of merger with the
Secretary of State of Delaware in accordance with Delaware General Corporation
Law and the filing of articles of merger with the Secretary of State of Florida
in accordance with the Florida Business Corporation Act. The time of such
effectiveness is hereinafter called the "Effective Date."
3. Surviving Corporation. MPC-Florida shall be the surviving
corporation and shall continue to be governed by the laws of the State of
Florida. The separate corporate existence of MPC-Delaware shall cease on the
Effective Date.
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4. Articles of Incorporation. The Articles of Incorporation of
MPC-Florida as it exists on the Effective Date shall be the Articles of
Incorporation of MPC-Florida following the Effective Date, unless and until the
same shall thereafter be amended or repealed in accordance with the laws of the
State of Florida.
5. Bylaws. The Bylaws of MPC-Florida as they exist on the Effective
Date shall be the Bylaws of MPC-Florida following the Effective Date, unless and
until the same shall be amended or repealed in accordance with the provisions
thereof and the laws of the State of Florida.
6. Board of Directors and Officers. The members of the Board of
Directors and the officers of MPC-Delaware immediately prior to the Effective
Date shall be the members of the Board of Directors and the officers,
respectively, of MPC-Florida following the Effective Date, and such persons
shall serve in such offices for the terms provided by law or in the Bylaws, or
until their respective successors are elected and qualified.
7. Conversion of Outstanding MPC-Delaware Stock. Upon the Effective
Date, each issued and outstanding share of MPC-Delaware Common Stock and all
rights in respect thereto shall be converted into one fully paid and
nonassessable share of MPC-Florida Common Stock, and each certificate
representing shares of MPC-Delaware Common Stock shall for all purposes be
deemed to evidence the ownership of the same number of shares of MPC-Florida
Common Stock as set forth in such certificate. After the Effective Date, each
holder of an outstanding certificate representing shares of MPC-Delaware Common
Stock may, at such shareholder's option, surrender the same to MPC-Florida's
registrar and transfer agent for cancellation, and each such holder shall be
entitled to receive in exchange therefor a certificate(s) evidencing the
ownership of the same number of shares of MPC-Florida Common Stock as are
represented by the MPC-Delaware certificate(s) surrendered to MPC-Florida's
registrar and transfer agent.
8. Stock Options, Warrants and Convertible Debt. Upon the Effective
Date, each stock option, stock warrant, convertible debt instrument and other
right to subscribe for or purchase shares of MPC-Delaware Common Stock shall be
converted into a stock option, stock warrant, convertible debt instrument or
other right to subscribe for or purchase the same number of shares of
MPC-Florida Common Stock, and each certificate, agreement, note or other
document representing such stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of MPC-Delaware
Common Stock shall for all purposes be deemed to evidence the ownership of a
stock option, stock warrant, convertible debt instrument or other right to
subscribe for or purchase shares of MPC-Florida Common Stock.
9. Rights and Liabilities of MPC-Florida. On and after the Effective
Date, and all in the manner of and as more fully set forth in Section 607.1106
of the Florida Business Corporation Act and Section 259 of the Delaware General
Corporation Law, the title to all real estate and other property, or any
interest therein, owned by each of MPC-Delaware and MPC- Florida shall be vested
in MPC-Florida without reversion or impairment; MPC-Florida shall
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succeed to and possess, without further act or deed, all estates, rights,
privileges, powers, and franchises, both public and private, and all of the
property, real, personal and mixed, of each of MPC-Delaware and MPC-Florida
without reversion or impairment; MPC-Florida shall thenceforth be responsible
and liable for all the liabilities and obligations of each of MPC-Delaware and
MPC- Florida; any claim existing or action or proceeding pending by or against
MPC-Delaware or MPC-Florida may be continued as if the Merger did not occur or
MPC-Florida may be substituted for MPC-Delaware in the proceeding; neither the
rights of creditors nor any liens upon the property of MPC-Delaware or
MPC-Florida shall be impaired by the Merger; and MPC-Florida shall indemnify and
hold harmless the officers and directors of each of the parties hereto against
all such debts, liabilities and duties and against all claims and demands
arising out of the Merger.
10. Termination. This Agreement may be terminated and abandoned by
action of the respective Boards of Directors of MPC-Delaware and MPC-Florida at
any time prior to the Effective Date, whether before or after approval by the
stockholders of either or both of the parties hereto.
11. Amendment. The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Date; provided that an
amendment made subsequent to the approval of this Agreement by the stockholders
of either of the parties hereto shall not: (a) change the amount or kind of
shares, securities, cash, property or rights to be received in exchange for or
on conversion of all or any of the shares of the parties hereto, (b) change any
term of the Articles of Incorporation of MPC-Florida, or (c) change any other
terms or conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
12. Registered Office. The registered office of MPC-Florida in the
State of Florida is located at 000 XX Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000, and Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx, P.A. is the registered
agent of MPC-Florida at such address.
13. Inspection of Agreement. Executed copies of this Agreement will be
on file at the principal place of business of MPC-Florida at 0000 XX 00xx
Xxxxxx, Xxxxx 000X, Xxxxxxx Xxxxx, Xxxxxxx 00000. A copy of this Agreement shall
be furnished by MPC-Florida, on request and without cost, to any stockholder of
either MPC-Delaware or MPC-Florida.
14. Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Florida.
15. Service of Process. On and after the Effective Date, MPC-Florida
agrees that it may be served with process in Delaware in any proceeding for
enforcement of any obligation or MPC-Delaware or MPC-Florida arising from the
Merger.
16. Designation of Delaware Secretary of State as Agent for Service of
Process. On and after the Effective Date, MPC-Florida irrevocably appoints the
Secretary of State of Delaware
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as its agent to accept service of process in any suit or other proceeding to
enforce the rights of any stockholders of MPC-Delaware or MPC-Florida arising
from the Merger. The Delaware Secretary of State is requested to mail a copy of
any such process to MPC at 0000 XX 00xx Xxxxxx, Xxxxx 000X, Xxxxxxx Xxxxx,
Xxxxxxx 00000, Attention: Xxxx Xxxxxxxxx.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority
duly granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its Chief Executive Officer
and attested by its Secretary.
METHOD PRODUCTS CORP.,
a Florida corporation
ATTEST:
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Secretary Its: Chief Executive Officer
METHOD PRODUCTS CORP.,
a Delaware corporation
ATTEST:
/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Secretary Its: Chief Executive Officer
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