EXHIBIT 2a
PLAN AGREEMENT AND MERGER
Between Ugomedia Interactive Corporation and Xxxxxx
Xxxxxxxx/Digitalink Company (Sole Proprietorship).
This Plan and Agreement of Merger is made, and entered into,
on the 1st day of April, 2001, by and between Ugomedia
Interactive Corp., a Nevada Corporation, hereinafter
referred to as the Surviving Corporations, and Xxxxxx
Xxxxxxxx and Digitalink Company, a Sole Proprietorship,
hereinafter referred to as the Merged Company. Said
Corporation and Proprietorship are hereinafter sometimes
referred to jointly as the Constituent Corporations.
WITNESSETH:
WHEREAS the Surviving Corporation is organized and exists
under the laws of the State of Nevada, having filed its
Certificate of Incorporation in the Office fo the Secretary
of State of the State of Nevada, on August 22, 2000, and
having its registered office at 0000 X. Xxxxxx Xxx Xx. Xxxxx
00 in the City of Las Vegas, County of Xxxxx, and having as
its registered agent Go Public Today; and
WHEREAS the total number of shares o stock which the
Surviving Corporation has authority to issue is 25 million
shares, of which 4,907,000 share are now issued and
outstanding; and
WHEREAS the Merged Company is organized and exists under the
laws of the State of Nevada, its business name having been
filed in the office of the Recorder of Deeds of Xxxxx
County, Las Vegas, on the 1st day of September, 1997, and
the address of its registered office is 924 S. Valley View,
in the County of Xxxxx, in the State of Nevada; and
WHEREAS the aggregate number of shares which the Merged
Company has authority to issue is 0, of which 0 shares are
issued and outstanding; and
WHEREAS the Board of Directors of each of the Constituent
Corporations deems it advisable that the Merged Company be
merged into the Surviving Corporation on the terms and
conditions set forth below, in accordance with the
applicable provisions of the statutes of the State of
Nevada, respectively, which permit such merger;
THEREFORE, in consideration of the agreements, covenants and
provisions set out below, the Surviving Corporation and the
Merged Company, by their Boards of Directors, do hereby
agree as follows:
ARTICLE I
The Surviving Corporation and the Merged Company shall be
merged into a single Corporation, in accordance with
applicable provisions of the laws of the State of Nevada by
the Merged Corporation merging into the Surviving
Corporation, which shall be the Surviving Corporation.
ARTICLE II
Upon the merger becoming effective under the laws of the
State of Nevada (such time being referred to herein as the
"EFFECTIVE DATE OF THE MERGER"):
1. The two Constituent Corporations shall be a single
corporation, which shall be the Surviving Corporation, and
the separate existence o the Merged Company shall ceases.
2. The Surviving Corporation shall thereupon possess all the
rights, privileges, immunities and franchises of the
Constituent Corporations; and all property, real and
personal, and every other interest belonging to or due to
each of the Constituent Corporations, shall be vested in the
Surviving Corporation without further act or deed.
3. The Surviving Corporation shall not be responsible and/or
liable for any prior liabilities and/or obligations of the
Merged Company; and/or any existing or pending claims,
actions of proceedings by or against the Merged Company.
Any prior claims and/or judgments may be prosecuted to
judgment as if the merger had not taken place, and neither
the rights of creditors nor any liens upon the property of
the Constituent Corporations shall be impaired by the
merger.
4. The Surviving Corporation hereby agrees that it may be
served with process in the State of Nevada in any proceeding
for the enforcement of any obligation of the Constituent
Corporation, including those arising from the merger, and
hereby irrevocably appoints the Secretary of State of Nevada
as its agent to accept service of process in any such suit
or other proceedings, and further agrees that service of any
such process may be made by providing the Secretary of State
of the State of with duplicate copies of such process; and
the Surviving Corporation authorizes the aforesaid Secretary
of State to send such process to it by registered mail
directed to its registered office a 0000 Xxxxxxx Xxx., Xxxxx
00, Xxx Xxxxx, XX 00000.
5. With respect to each Constituent Corporation, the
aggregate amount of net assets of each Constituent
Corporation that was available to support and pay dividends
before the merger, shall continue to be available for the
payment of dividends by the Surviving Corporation, except to
the extent that all or a portion of those net assets may be
transferred to the stated capital of the Surviving
Corporation.
6. The Bylaws of the Surviving Corporation as they existed
immediately before the effective date of merger shall be the
Bylaws of the Surviving Corporation.
7. The persons who will serve on the Board of Directors and
as the officers of the Surviving Corporation shall be the
same persons who served as directors and officers of the
Surviving Corporation immediately before the effective date
of the merger.
ARTICLE III
The Articles of Incorporation of the Surviving Corporation
shall not be amended in any respect by reason of this
Agreement of Merger, and said Articles of Incorporation
shall constitute the Articles of Incorporation of the
Surviving Corporation unless or until it is subsequently
amended by the actions of the Board of Directors and
shareholders; the said Articles of Incorporation are set
forth in Exhibit A attached hereto and are made a part of
this Plan and Agreement of Merger.
ARTICLE IV
The shares of the Constituent Corporations shall be
converted into shares of the Surviving Corporation in the
following manner:
1. No shares will be issued and/or converted.
ARTICLE V
The Surviving Corporation shall pay all expenses incurred
for the purpose of bringing both this Agreement of Merger
and merger herein described into effect.
ARTICLE VI
If the Surviving Corporation shall have reason to request
any further assignments, conveyances or other transfers that
it is advised by counsel are necessary to vest in the
Surviving Corporation title to any property of rights of
either of the Constituent Corporations, the officers and
directors of the appropriate Constituent Corporation shall
execute any assignment, conveyance or transfer to vest such
property or rights in the Surviving Corporation.
ARTICLE VII
This Plan and Agreement of Merger shall be submitted to the
Board of Directors for each of the Constituent Corporations
for consideration at a meeting of Board of Directors held in
accordance with the Bylaws of each Constituent Corporation
and with the laws of their State of incorporation, and upon
(1) The approval by the Board of Directors of each
Constituent Corporation, and (2) The subsequent execution,
filing and recording of such documents shall then take
effect and be the Plan of Merger of the Constituent
Corporations. This Plan and Agreement of Merger may be
abandoned by (1) Either of the Constituent Corporations by
the action of its Board of Directors if such actions is
taken before the Plan and Agreement of Merger has been
approved by the Board of Directors of the Constituent
Corporation whose Board seeks abandonment, or (2) The mutual
consent of the Constituent Corporations if their respective
Boards of Directors each adopt a resolution abandoning the
Plan and Agreement of Merger before the effective date off
the merger.
IN WITNESS WHEREOF, each Constituent Corporation acting by
the authority set out in a resolution adopted by its Boards
o Directors ahs directed this Plan and Agreement of Merger
to be executed by the President and attested to by the
Secretary of each Constituent Corporation, and to have the
corporate seal of each Constituent Corporation affixed
hereto.
Attest:
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxxxxx
Secretary (Ugomedia) President (Ugomedia)
Attest:
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
Secretary (Digitalink) President (Digitalink)
I Xxxxxx X. Xxxxxxxx, Secretary of Ugomedia Interactive
Corp., a Corporation or organized and existing under the
laws of the State of Nevada, hereby certify, as such
Secretary, and under the seal of the said Corporation, that
the Agreement of Merger to which this certificate is
attached, after having been first duly signed on behalf of
said Corporation by the President and Secretary of Ugomedia
Interactive Corp., at a special meeting of said Board of
Directors, called and held separately from the meeting of
shareholders of any other Corporation, upon waiver of
notice, signed by all members of the Board of Directors, for
the purpose of considering and taking action upon said
Agreement of Merger, that shares of stock of said
Corporation were on said date issued and outstanding and
that a majority voted in favor of said Agreement of merger
and the said affirmative vote representing at least a
majority of said Board of Directors, and that thereby the
Agreement of Merger was at said meeting duly adopted as the
act of the Board of Directors of said Ugomedia Interactive
Corp., and the duly adopted agreement of said Corporation.
WITNESS my hand and seal of said corporation on this 1st day
of April 2001.
/s/ Notary
---------------
Secretary
Seal:
THE ABOVE AGREEMENT OF MERGER, having been executed by the
President and Secretary of each corporate party thereto, and
having been adopted separately by the Board of Directors of
each corporate party thereto, in accordance with the
provisions of the laws of the State of Nevada, and the fact
having been certified on said Agreement of merger by the
Secretary of each Corporate party thereto, is now hereby
executed under the corporate seals of the respective
Corporations, by the authority of the directors and
shareholders thereof, as the respective act, deed and
agreement of each of said Corporation, on the 1st day of
April 2001.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxxxxx
Secretary President
Seal:
