AGREEMENT AND PLAN OF MERGER entered into as of the 9th day of August
1999 by and between MedSearch, Inc., a business corporation organized under the
laws of the State of Nevada, having offices located at 00 Xxxx Xxxxxx, Xxx Xxxx,
XX 00000 ("MedSearch NV"), and MedSearch Technologies, Inc., a business
corporation organized under the laws of the State of Delaware, having offices
located at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MedSearch DEL").
1. MedSearch NV and MedSearch DEL shall pursuant to the provisions of
the Nevada General Corporation Law ("NVGCL") and the provisions of the Delaware
General Corporation Law ("DGCL"), be merged with and into a single corporation,
to wit, MedSearch DEL, which shall be the surviving corporation upon the
effective date of the merger and which is sometimes hereinafter referred to as
the "surviving corporation", and which shall continue to exist as said surviving
corporation under its present name pursuant to the provisions of the DGCL. The
separate existence of MedSearch NV, which is sometimes hereinafter referred to
as the "terminating corporation", shall cease upon the effective date of the
merger in accordance with the provisions of the NVGCL.
2. The certificate of incorporation of the surviving corporation upon
the effective date of the merger in the State of Delaware shall be the
certificate of incorporation of said surviving corporation; and said certificate
of incorporation shall continue in full force and effect until amended and
changed in the manner prescribed by the provisions of the DGCL.
3. The by-laws of the surviving corporation upon the effective date of
the merger in the State of Delaware will be the by-laws of said surviving
corporation and will continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the DGCL.
4. The directors and officers in office of the surviving corporation
upon the effective date of the merger in the State of Delaware shall be the
members of the first Board of Directors and the first officers of the surviving
corporation, all of whom shall hold their directorships and offices until the
election and qualification of their respective successors or until their tenure
is otherwise terminated in accordance with the by-laws of the surviving
corporation.
5. The number of outstanding shares of the terminating corporation is
6,484,582, all of which are of one class and are common shares and all of which
are entitled to vote. There are no outstanding shares of the surviving
corporation.
Each issued share of the terminating corporation shall, upon the
effective date of the merger, be converted into one (1) share of the surviving
corporation. The issued shares of the surviving corporation shall not be
converted in any manner, but each said share which is issued as of the effective
date of the merger shall continue to represent one issued share of the surviving
corporation.
6. This Agreement and Plan of Merger shall be approved by the Board of
Directors of each of the surviving corporation and terminating corporation and
shall be approved by the shareholders of the terminating corporation in the
manner prescribed by the NVGCL, and the merger of the terminating corporation
with and into the surviving corporation shall be authorized in the manner
prescribed by the DGCL.
7. In the event that this Agreement and Plan of Merger shall have been
approved by the shareholders entitled to vote of the terminating corporation in
the manner prescribed by the NVGCL, and in the event that the merger of the
terminating corporation with and into the surviving corporation shall have been
duly authorized in compliance with the DGCL, the terminating corporation and the
surviving corporation hereby stipulate that they will cause to be executed and
filed and/or recorded any document or documents prescribed by the laws of the
State of Nevada and of the State of Delaware, and that they will cause to be
performed all necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered and directed to do any and all things, and to make,
execute, deliver, file, and/or record any and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Agreement and Plan of Merger or
of the merger herein provided for.
9. The effective date in the State of Nevada and in the State of
Delaware of the merger herein provided for shall be the date of filing of the
Certificates of Merger.
IN WITNESS WHEREOF, each of the constituent corporations are
executing this Agreement and Plan of Merger as of the first date written above.
MEDSEARCH, INC.
(NEVADA)
By: /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title: President
MEDSEARCH TECHNOLOGIES, INC.
(DELAWARE)
By: /s/ XXXXX XXXXXX
----------------
Name: Xxxxx Xxxxxx
Title: President
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