AGREEMENT OF MERGER RED TRUCK PRODUCTION INCORPORATED INTO
CAYENNE ENTERTAINMENT, INC.
AGREEMENT OF MERGER
Between
Red Truck Productions Incorporated
An Arizona Corporation and
Cayenne Entertainment, Inc.
A Colorado Corporation
WITNESS the term of this Agreement of Merger is by and between Red Truck
Productions Incorporated, an Arizona corporation (hereinafter referred to as
"RTP") and Cayenne Entertainment, Inc., a Colorado corporation (hereinafter
referred to as "CEI").
RECITALS:
XLV. INDEMNITY OF PARTIES
RTP was organized in accordance with the laws of the State of Arizona on
December 21, 2000 and has an authorized capitalization of 1,000 shares of no
par value common stock, of which 1,000 shares of common stock are outstanding.
CEI was incorporated in accordance with the laws of the State of Colorado on
April 9, 1998. CEI's capitalization is 20,000,000 shares of no par value of
common stock and 5,000,000 shares of non-voting preferred stock. CEI's
outstanding shares upon the merger shall be 1,505,000 of common stock.
XLVI. ASSUMPTION OF ASSETS & LIABIITIES
When this Agreement of Merger becomes effective as is hereinafter provided,
CEI shall;
Assume all assets, liabilities, agreements, license, shareholder and director
minutes including all resolutions thereto standing on the books and records of
RTP. Said assumed shareholder and director minutes shall become affixed to the
minutes of CEI upon the effective date of this merger. As a result thereof,
RTP shall no longer be engaged in business, having been merged into CEI.
XLVII. REQUIREMENTS OF ARIZONA LAW
Pursuant to the laws of the State of Arizona, a majority of the directors of a
Arizona corporation may enter into an Agreement of Merger setting forth the
terms and conditions of proposed merger, including a statement of the
capitalization, the number of shares of Capital Stock of the surviving
corporation, a statement of the methods of carrying the terms of the Merger
Agreement into effect, and such other details as may be deemed necessary to
disclose all matters effective in a merger. The laws of the State of Arizona
further provide that notice of a proposed merger shall be given by mail to the
last known address of each shareholder, not less than twenty (20) days prior
to such meeting Such notice shall contain the time and place of meeting. The
laws of the State of Arizona provide further that notice of the proposed
merger may be waived by stockholders. By the further terms of the laws of the
State of Arizona, it is specified that if a majority of the outstanding stock
of the Arizona corporation shall be voted in favor of the merger, the
Agreement of Merger shall be declared adopted. The vote thereon shall be
acknowledged on the Agreement of Merger by the President or Vice President and
by the Secretary or Assistant Secretary of the Arizona corporation., where
upon the same shall be filed in the office of the Secretary of State of
Arizona upon the recordation in the office of the Secretary of State of
Arizona, the merger shall, insofar as Arizona law is concerned, be deemed to
be consummated.
XLVIII. REQUIREMENTS OF COLORADO LAW
Pursuant to the laws of the State of Colorado, a majority of the directors of
a Colorado corporation may enter into an Agreement of Merger setting forth the
terms and conditions of proposed merger, including a statement of the
capitalization, the number of shares of Capital Stock of the surviving
corporation, a statement of the methods of carrying the terms of the Merger
Agreement into effect, and such other details as may be deemed necessary to
disclose all matters effective in a merger. The laws of the State of Colorado
further provide that notice of a proposed merger shall be given by mail to the
last known address of each shareholder, not less than ten (10) days prior to
such meeting Such notice shall contain the time and place of meeting. The laws
of the State of Colorado provide further that notice of the proposed merger
may be waived by stockholders. By the further terms of the laws of the State
of Colorado, it is specified that if a majority of the outstanding stock of
the Colorado corporation shall be voted in favor of the merger, the Agreement
of Merger shall be declared adopted. The vote thereon shall be acknowledged on
the Agreement of Merger by the President or Vice President and by the
Secretary or Assistant Secretary of the Colorado corporation., where upon the
same shall be filed in the office of the Secretary of State of Colorado upon
the recordation in the office of the Secretary of State of Colorado, the
merger shall, insofar as Colorado law is concerned, be deemed to be
consummated.
XLIX. STATEMENT UNDER ARIZONA LAW
The Agreement of Merger shall be as follows:
a.The corporations proposing to merge are RTP and CEI. CEI shall be the
surviving corporation.
x.Xxxxxxxx ratio of RTP common shares to be surrendered and converted for
CEI common shares are, two RTP shares for one CEI common share and one warrant
to purchase one additional share of common stock at a price of $0.01. Upon
merger RTP outstanding shares shall be 1,000 and CEI shares shall be 1,505,000
common shares.
c.The surviving corporation, CEI, agrees that it may be served with
process in the State of Arizona in any proceeding for he enforcement of any
obligation to which RTP was a party with regard to the merger into CEI and RTP
agrees that it may be served with process in the State of Colorado in any
proceeding for enforcement of the rights of a dissenting shareholder of RTP
against CEI.
L. STATEMENT UNDER COLORADO LAW
The terms and conditions of the proposed merger of RTP into CEI, shall be as
follows:
a.The Articles of Incorporation of CEI, which are on file with the
Secretary of State of Colorado, including amendment thereto, shall be the
Articles of incorporation of the surviving corporation CEI.
b.All RTP 1,000 common shares will be exchanged for 500 of CEI common
shares with one warrant with the right to purchase one additional share of
common stock at a exercise price of $0.01.
NOW THEREFORE, in consideration of the foregoing recitals, and the mutual
covenants hereinafter set forth RTP and CEI, desire to merge as that term is
used in the States of Colorado and Arizona, do hereby, act through a majority
of the Board of Directors and Shareholders of each corporation, agree to merge
as follows:
LI. AGREEMENT TO MERGE
The parties hereby agree that RTP shall be merged into CEI, and they do hereby
further specifically agree, in order to accomplish such results, as follows:
a.Each of the parties hereto shall prepare and cause to be mailed such
notices as may be required or be desirable pursuant to the laws of the States
of Colorado and Arizona. And in addition, they shall see to the mailing to the
stockholders of the parties of all information which may be necessary or
desirable in order to permit such stockholders to reach an intelligent and
informed decision with respect to the proposed merger. The expense of all such
notices, reports and information and of the mailing of same shall be borne by
CEI with respect to which the material is prepared and to the stockholders of
RTP and CEI regarding materials submitted, as the case may be, including the
costs of preparing any reports or documents heretofore published and available
and deemed desirable for such distribution. Each of the parties hereto shall
proceed with all due diligence, but strictly in cooperation with the other, to
secure the approval of the Agreement of Merger by the requisite vote of the
stockholders of the parties and shall thereafter see to the filing of all
required notices and undertakings of every kind and character, pursuant to the
laws of the States of Colorado and Arizona.
b.Upon the completion of the final steps necessary to permit this
Agreement of Merger to become effective, the same shall forthwith become
effective wherein CEI, shall take over and assume all of the assets,
liabilities, agreements and license at which time, stockholders of RTP shall
surrender all their stock certificates representing the 1,000 shares of common
stock outstanding. RTP shares surrendered to CEI shall be canceled and retired
by CEI. Upon this merger all assets, liabilities, agreements, licenses and
minutes of RTP shall be adopted to and become the assets, liabilities,
agreements, licenses and minutes of CEI.
LII. EXPENSES AND FEES
RTP shall pay all expenses in connection with the calling and convening of the
special stockholders meetings to ratify and approve the Agreement of Merger.
LIII. DIRECTORS AND OFFICERS
a.On the effective date of this merger, the Board of Directors of CEI
consisted of four (4) Directors. The terms of office of such members of the
Board of Directors shall be until their successors shall be elected and
qualified, and serve until the next annual meeting of the surviving CEI. The
names and addresses of the CEI Directors are as follows:
Xxxxxx XxXxxxx, Xx. Xxxxx X. Xxxx
0000 Xxxx Xxxxxxxxx Xxxx 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000 Gilbert, Arizona 85233-3014
Xxxxx Jax Xxxxxx Xxxxxx
6244 East Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxx, Xxxxxxxxx 00000
b.Upon the effective date of this merger, the Board of Directors of CEI
shall consist of four (4) Directors. The terms of office of such members of
the Board of Directors shall be until their successors shall be elected and
qualified and shall serve and hold such office until his earlier death,
resignation or removal by CEI stockholders. The names and addresses of the
four (4) CEI Directors are as follows:
Xxxxxx XxXxxxx, Xx. Xxxxx X. Xxxx
0000 Xxxx Xxxxxxxxx Xxxx 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000 Gilbert, Arizona 85233-3014
Xxxxx Jax Xxxxxx Xxxxxx
6244 East Xxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000 Xxxxxxxxx, Xxxxxxxxx 00000
LIV. DISSENTING SHAREHOLDERS
The surviving CEI shall comply with the provisions of applicable law, with the
appraisal of and reasonable payment for stock of stockholders objecting to
this merger. Reasonable payments for said dissenting stock and the reasonable
cost of all proceedings in connection with all matters necessary to be
performed in connection therewith will be at CEI's expense.
LV. RESCIND OR ABANDONMENT OF MERGER
Anything herein to the contrary notwithstanding, this merger may be terminated
and the merger provided herein rescinded or abandoned at any time prior to the
effective date of the merger, before or after such action of the stockholders,
pursuant to resolution adopted by the Board of Directors of either party
hereto. If payment to dissenting CEI/RTP stockholders, if any, are
unreasonable in RTP's opinion and are not acceptable to RTP, then at RTP's
election, this Agreement of Merger, the same shall become wholly void and of
no effect and there shall be no liability on the part of either party hereto,
or their respective Boards of Directors or the stockholders and all exchanges
of every kind shall revert back to each party hereto and each party hereto
thereafter holds to other party hereto harmless forever.
XIV. EXECUTION
This Agreement of Merger may be executed in any manner of counterparts, all of
which together shall constitute one original Agreement of Merger.
IN WITNESS WHEREOF, by authority of the Board of Directors of RTP and CEI, RTP
and CEI, jointly and severely, hereto have authorized their duly authorized
corporate officers to execute this Agreement as of the date and year set forth
below.
The effective date of this Agreement shall be the last date stated below.
Agreed to this 6th day of April, 2001
RED TRUCK PRODUCTIONS INCORPORATED
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
Xxxxx X. Xxxxxxxx as its President Xxxxxx Xxxxxxxx, as its Secretary
Agreed to this 6th day of April, 2001
CAYENNE ENTERTAINMENT, INC.
/s/ Xxxxxx XxXxxxx, Xx. /s/ Xxx X. Xxxx
Xxxxxx XxXxxxx, Xx. as its President Xxx X. Xxxx, as its Secretary
