PLAN OF MERGER ENCLAVE PRODUCTS, LTD.
EXHIBIT
2.1
ENCLAVE
PRODUCTS, LTD.
This
Plan
of Merger is dated the 29th day of March, 2004, by and between Enclave Products,
Ltd. a Colorado corporation, involuntarily dissolved, hereinafter referred
to as
“Old” and Enclave Products, Ltd. a Colorado corporation in good standing,
hereinafter referred to as “New.” The foregoing corporations are collectively
referred to as “Constituent Entities.”
WHEREAS,
the constituent entities have entered into a Plan of Merger, at the date stated
above.
WHEREAS,
the Boards of Directors of the Constituent Entities as evidenced by the
signatures below have approved and adopted this Plan and the transactions
contemplated hereby in the manner required by their respective articles of
incorporation and bylaws and the applicable provisions of the Colorado
Corporations and Associations Act, “CCA Act.”
NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements of the parties contained herein, the parties agree as
follows:
SECTION
1. THE
MERGER. The Constituent Entities shall combine through merger (the “Colorado
Corporation Merger”) pursuant to the applicable provisions of the Acts and the
CCA Act, the New corporation shall be the surviving entity and shall continue
to
exist as a Colorado corporation with its principal offices at 000 Xxxxxxx
Xxxxxx, Xxx Xxxxx, XX 00000.
SECTION
2. STATEMENT
OF MERGER. As soon as practicable, following satisfaction or waiver of all
conditions to the consummation of the Colorado Cooperative Merger, Plan of
Merger shall be executed by each entity. The Plan of Merger shall be filed
with
the Secretary of State of the State of Colorado or as otherwise required by
law.
SECTION
3. EFFECT
OF
MERGER. From and after the effective time of the Enclave Products, Ltd., Merger,
without any further action by the Constituent Entities: (a) Enclave Products,
Ltd. (new), as the surviving entity in the Merger, shall have all of the rights,
privileges, immunities and powers and shall be subject to all the duties and
liabilities, of a corporation organized under the Colorado Corporation Act;
(b)
Enclave Products, Ltd., as the surviving entity of the Merger, shall possess
all
of the rights, privileges, immunities and franchises, of a public as well as
a
private nature, of each Constituent Entity, and all property, real personal
and
mixed, and all debts due on whatever account, including all chosen in action
and
each and every other interest of or belonging to or due to each Constituent
Entity, shall be deemed to be and hereby is vested in Dakota Graphics, without
further act or deed, and the title to any property, or any interest therein,
vested in either Constituent Entity, shall not revert or be in any way impaired
by reason of the Merger; (c) Enclave Products, Ltd. shall be responsible and
liable for all of the liabilities obligations of each Constituent Entity, and
any claim existing or action or proceeding pending by or against one of the
corporations Enclave Products, Ltd. may be substituted in its place; (d) neither
the rights nor any liens upon the property of either of the constituent entities
shall be impaired by the Merger.
SECTION
4. ARTICLES
OF INCORPORATION AND BYLAWS. From and after the effective date of the Merger,
pursuant to the Plan of Merger and without any further action by the Constituent
Entities the articles of incorporation and by-laws before the Merger shall
be
the articles of incorporation and by-laws subsequent to the Merger.
SECTION
5. BOARD
OF
DIRECTORS. From and after the effective date of the Merger, pursuant to the
Plan
of Merger and without any further action by the Constituent Entities, each
person serving as a director or an officer prior to the Merger shall be a
director or an officer subsequent to the Merger.
SECTION
6. EXCHANGE
AND CONVERSION OF CAPITAL STOCK. Prior to the Merger the stock position of
each
shareholder of the old corporation will have the same stock position as the
shareholder in the new corporation. The exchange of stock from the new
corporation will be a one for one exchange. For each one (1) outstanding share
of Enclave Products, Ltd. Old, stock issued and outstanding before the merger,
each shareholder of Enclave Products, Ltd. Old, shall receive one (1) share
of
Enclave Products, Ltd., New, common stock.
SECTION
7. CHANGE
IN
ARTICLES OF INCORPORATION/CAPITAL STOCK. The articles of incorporation of the
surviving corporation, Enclave Products, Ltd. New, are hereby amended to change
the stated capital of the corporation as follows:
ARTICLE
II, CAPITAL STOCK:
“The
corporation is authorized to issue the following classes of shares of stock:
One
Hundred Million (100,000,000) shares of common voting stock at a par value
of
$.0001 per share. The common stock shall have unlimited voting rights and shall
be entitled to receive the net assets of the corporation upon dissolution.
There
shall be no preemptive rights, or assessments for any shares; unless otherwise
provided in the Bylaws, the shareholders may not accumulate their shares for
voting purposes.
The
Board
of Directors shall have the authority to divide the stock into series on all
the
classes, establish the number of shares for any series, determine the
qualifications, limitations or restrictions of rights thereon; and in addition
to the foregoing, the Board of Directors may designate such voting rights on
the
shares as they may deem appropriate by resolution.
FIVE:
the
articles of incorporation, as amended, of Enclave Products, Ltd. “New”, the
surviving corporation, as currently on file and a matter of record with the
Colorado Secretary of State, shall henceforth be the articles of incorporation
of the companies as merged into Enclave Products, Ltd. “New” shall no longer
exist.”
SECTION
8. GOVERNING
LAW. This Plan shall be governed by and construed in accordance with the laws
of
the State of Colorado.
| DATED: 3/29/04 | |||
|
ENCLAVE PRODUCTS, LTD. (OLD)
a Colorado corporation
|
ENCLAVE PRODUCTS, LTD. (NEW)
a
Colorado corporation
|
||
| /s/ Xxxx Xxxxxxx | /s/ Xxxx Xxxxxxx | ||
| By: Xxxx Xxxxxxx | By: Xxxx Xxxxxxx | ||
| Its: President/Director | Its: CEO/Director |
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