ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of
February 8, 2005 by and between Xxxxxxxxx.xxx, Inc., a Nevada
corporation, ("Pricester Nevada") and Xxxxxxxxx.xxx, Inc., a Florida
corporation, ("Pricester Florida"). These Articles are adopted
pursuant to Nevada Revised Statutes. All of such laws expressly permit
the merger described herein; subject to and pursuant to all of the
terms and conditions as set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Pricester Nevada shall be the survivor corporation.
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, Pricester Nevada has authority
to issue 25,000,000 shares of Common Stock, $.001 par value, of which
1,044,620 shares are issued and outstanding. On the date of these
Articles of Merger, Pricester Florida has authority to issue 25,000,000
shares of Common Stock, $.001 par value (the "Pricester Florida Common
Stock"), of which 21,262,250 shares are issued and outstanding.
ARTICLE III
SHAREHOLDER VOTE
On June 4, 2004, a majority of the shareholders entitled to vote on the
action constituting 78% of the outstanding shares of Pricester Florida
Common Stock approved the Agreement and Plan of Merger to merge
Pricester Florida into Pricester Nevada. Said number of votes was
sufficient for approval by the stockholders. The plan of merger was
duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.
On June 4, 2004, all of the shareholders entitled to vote on the action
constituting 95% of the outstanding shares of Pricester Nevada Common
Stock approved the Agreement and Plan of Merger to merge Pricester
Florida into Pricester Nevada. Said number of votes was sufficient for
approval by the stockholders. The plan of merger was duly authorized
by all action required by the laws under which it was incorporated and
by its constituent documents.
ARTICLE IV
PLAN OF MERGER
The executed Agreement and Plan of Merger is on file at the principal
place of business of the surviving corporation (Pricester Nevada).
Said address is 0000 Xxxxxxxxx Xxxx. Xxxxx 000, Xxxxxxxxx, XX 00000.
A copy of the Agreement and Plan of Merger will be furnished by the
surviving corporation to any stockholder of any constituent
corporation.
The terms of the Agreement and Plan of Merger are as follows:
(1) Merger. Pricester Florida shall be merged with and into
Pricester Nevada, and Pricester Nevada shall survive the merger,
effective upon the date when the Agreement and Plan of Merger is made
effective in accordance with applicable laws (the "Effective Date").
(2) Governing Documents. The Bylaws of Pricester Nevada, in effect
on the Effective Date, shall continue to be the Bylaws of Pricester
Nevada as the surviving corporation without change or amendment until
further amended in accordance with the provisions thereof and
applicable laws.
(3) Stock of Pricester Florida. On and after the Effective Date, all
of the outstanding certificates which prior to that time represented
shares of Pricester Florida shall be recalled and canceled and up to
21,262,250 Pricester Nevada Common Shares shall be issued in proportion
to their ownership percentage. The registered owner on the books and
records of Pricester Florida or its transfer agents of any outstanding
certificate shall, until such certificate shall have been surrendered
for transfer or otherwise accounted for to Pricester Nevada or its
transfer agents, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other
distributions upon the shares of Pricester Nevada Common Stock
evidenced by such outstanding certificate as above provided.
(4) Further Assurances. From time to time, as and when required by
Pricester Nevada or by its successors and assigns, there shall be
executed and delivered on behalf of Pricester Florida such deeds and
other instruments, and there shall be taken or caused to be taken by it
such further and other action, as shall be appropriate or necessary in
order to vest, perfect or confirm, of record or otherwise, in Pricester
Nevada the title to and possession of all the property, interests,
assets, rights, privileges, immunities, powers, franchises and
authority of Pricester Florida, and otherwise to carry out the purposes
of the Merger Agreement, and the officers and directors of Pricester
Nevada are fully authorized in the name and on behalf of Pricester
Florida or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
(5) Book Entries. As of the Effective Date, entries shall be made
upon the books of Pricester Nevada in accordance with the following.
(a) The assets and liabilities of Pricester Florida shall be
recorded at the amounts at which they were carried on the books of
Pricester Florida immediately prior to the Effective Date, with
appropriate adjustments to reflect the retirement of the Common Shares
of Pricester Florida presently issued and outstanding.
(b) There shall be credited to the common stock account of
Pricester Nevada the aggregate amount of the stated value of all shares
of Pricester Nevada Common Stock resulting from the conversion of the
outstanding Pricester Florida Common Stock pursuant to the merger.
(c) There shall be credited to the retained earnings account of
Pricester Nevada the aggregate of the amount carried in the retained
earnings account of Pricester Florida immediately prior to the
Effective Date.
(6) Access to Documentation. Prior to the merger, Pricester Nevada
and Pricester Florida shall provide each other full access to their
books and records, and shall furnish financial and operating data and
such other information with respect to their business and assets as may
reasonably be requested from time to time. If the proposed transaction
is not consummated, all parties shall keep confidential any information
(unless ascertainable from public filings or published information)
obtained concerning each others operations, assets and business.
(7) Abandonment. At any time before the effective Date, the
Agreement and Plan of Reorganization and the Agreement of Merger may be
terminated and the merger may be abandoned by the Board of Directors of
either Pricester Nevada or Pricester Florida or both, notwithstanding
approval of the Agreement and Plan of Merger by the shareholders of
Pricester Nevada or the shareholders of Pricester Florida or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly
approved by resolution of the Boards of Directors of Pricester Nevada
and Pricester Florida and their respective shareholders, is hereby
executed on behalf of each of said two corporations by their respective
officers thereunto duly authorized.
Xxxxxxxxx.xxx, Inc. ATTEST:
A Nevada corporation
/s/Xxx Xxxxxxx /s/Xxxxxx Xxxxx
--------------------------- --------------------------------
Xxx Xxxxxxx, President Xxxxxx Xxxxx, Secretary
Xxxxxxxxx.xxx, Inc. ATTEST:
A Florida corporation
/s/Xxx Xxxxxxx /s/Xxxxxx Xxxxx
--------------------------- --------------------------------
Xxx Xxxxxxx, President Xxxxxx Xxxxx, Secretary
State of Florida )
)ss.
County of Broward )
On the 8th day of February, 2005 personally appeared before me the
President of Xxxxxxxxx.xxx, Inc., a Nevada corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
State of Florida )
)ss.
County of Broward)
On the 8th day of February, 2005, personally appeared before me the
Secretary of Xxxxxxxxx.xxx, Inc., a Nevada corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
State of Florida )
)ss.
County of Broward)
On the 8th day of February, 2005, personally appeared before me the
President of Xxxxxxxxx.xxx, Inc., a Florida corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
State of Florida )
)ss.
County of Broward)
On the 8th day of February, 2005, personally appeared before me the
Secretary of Xxxxxxxxx.xxx, Inc., a Florida corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of Xxxxxxxxx.xxx, Inc., a Florida corporation,
and that he has read the foregoing Articles of Merger and knows the
contents thereof, and does hereby certify that these Articles of Merger
contain a truthful statement of the Agreement and Plan of Merger as
duly adopted by the Board of Directors.
/s/Xxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxx, Secretary
State of Florida )
)ss.
County of Broward)
On the 8th day of February, 2005, personally appeared before me the
Secretary of Xxxxxxxxx.xxx, Inc., a Florida corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of Xxxxxxxxx.xxx, Inc., a Nevada corporation,
and that he has read the foregoing Articles of Merger and knows the
contents thereof, and does hereby certify that these Articles of Merger
contain a truthful statement of the Agreement and Plan of Merger as
duly adopted by the Board of Directors by a majority of the
stockholders of the corporation.
/s/Xxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxx, Secretary
State of Florida )
)ss.
County of Broward)
On the 8th day of February, 2005, personally appeared before me the
Secretary of Xxxxxxxxx.xxx, Inc., a Nevada corporation, the signer of
the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
/s/Xxxxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
0000 Xxxxxxxxx Xxxx., #000
-----------------------------
Address
Xxxxxxxxx, XX 00000
------------------------------
My Commission Expires: July 30, 2005
--------------
SEAL
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