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AGREEMENT AND PLAN OF MERGER
INTERNET STOCK MARKET RESOURCES, INC.
(A Delaware Corporation - Survivor)
and
INTERNET STOCK MARKET CORP.
(A Florida Corporation - Non Survivor)
THIS AGREEMENT AND PLAN OF MERGER, dated and effective as of September 1,
1998 between Internet Stock Market Resources, Inc., an entity incorporated in
the State of Delaware, ("Survivor"), hereinafter referred to as I-DEL, and
Internet Stock Market Corp., an entity incorporated in the State of Florida,
("Non-Survivor"), hereinafter referred to as I-FLA; Survivor and Non-Survivor
corporations may collectively be referred to as the "component corporations."
WHEREAS, the Board of Directors of each component corporation deems it
advisable for the benefit of the component corporations and their respective
shareholders, that the component corporations merge into a single corporation
pursuant to this Agreement and the applicable laws of the State of Delaware;
and
WHEREAS, the component corporations desire to adopt this Agreement as a
plan of reorganization and to consummate the merger in accordance with the
provisions of Section 368(a)(1)(A) of the Internal Revenue Code of 1986: and
WHEREAS, the Survivor and Non-Survivor have entered into this agreement
voluntarily and with the consent and authorization of their respective Board
of Directors and majority consent of its shareholders;
NOW, THEREFORE, the component corporations agree that the Survivor shall
merge with the Non Survivor as the surviving corporation in accordance with
the applicable laws of the State of Delaware, that the name of the surviving
corporation shall be INTERNET STOCK MARKET RESOURCES, INC., (which in its
capacity as the surviving corporation shall hereinafter be referred to as
I-DEL or "Surviving Corporation"), that the Agreement and Plan of Merger shall
be the governing document overseeing every and all aspects of this merger and
that the terms and conditions of the Merger and the mode of carrying it into
effect shall be as follows:
SECTION I:
EFFECTIVE DATE
The merger provided for in this Agreement shall become effective upon the
completion of the following requirements: Adoption of this Agreement by the
Board of Directors of the component corporations as provided by the By-laws of
the component corporations, which provides that the Board of Directors can act
on behalf of their respective corporations by the majority consent of its
shareholders, and pursuant to the laws of the State of Delaware; execution and
filing of the Certificate of Merger and Articles of Merger as required by the
laws of the State of Delaware with the Secretary of State of Delaware.
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The component corporations shall agree upon the date (hereinafter
"Effective Date") on which the Certificate of Merger and the Articles of
Merger shall be filed with the Secretary of State of the State of Delaware.
The filing of these documents necessary to effect a merger of the component
corporations shall be filed after the approval of this Agreement and Plan of
Merger by the component corporation's Board of Directors. The Board of
Directors of the component corporations have deemed the effective date to be
September 1, 1998.
SECTION II.
GOVERNING LAW
The surviving corporation shall be governed by the laws of the State of
Delaware.
SECTION III.
ARTICLES OF INCORPORATION
The Articles of Incorporation of the Survivor shall remain the same with
the State of Delaware from the Effective Date.
SECTION IV.
BY-LAWS
The existing Bylaws of the Surviving Corporation shall remain the same
after the Effective Date.
SECTION V.
MANNER OF COMPENSATION AND CONVERTING SHARES
5.1 Compensation and Conversion of Shares. The compensation paid to the:
shareholders of the Non-Survivor (pv $.001) for the business owned by the
Non-Survivor's shareholders is $1,000,000 in cash and 2,000,000 restricted
common shares of stock of the Survivor. The mode of carrying the merger into
effect and the manner of converting the shares of the Survivor and
Non-Survivor into shares of the Surviving Corporation are a11 follows:
Each share of common stock of the Non-Survivor (Non-Survivor Common
Stock)which is issued and outstanding on the Effective Date, specifically
1,000 shares of common stock, will be converted into 2,000 common shares of
stock of the Survivor corporation by virtue of the merger and without any
action on the part of the holder thereof. Each certificate evidencing
ownership of shares of Survivor common Stock issued and outstanding
on the Effective Date or held by Survivor in its treasury shall continue to
evidence ownership of the same number of shares of Survivor Common Stock.
5.2 Exchange of Certificates. Within a reasonable period of time after
the Effective Date each holder of an outstanding certificate or certificates
theretofore representing shares of the Survivor and the Non-Survivor shall
surrender same to the Survivor's Transfer Agent, OTC Stock Transfer, Inc., 000
Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000. Each
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holder shall receive a new certificate for the exchange of 1 for 2,000 shares
in the component corporations as converted into the Survivor.
5.3 Fractional Shares. Fractional shares of the Survivor common stock
shall be rounded up to the next digit.
5.4 Unexchanged Certificates. Until surrendered, each outstanding
certificate in the Survivor and the Non-Survivor shall be represented on the
Survivor's Corporate Shareholder List and be deemed to be valid and as
evidence of ownership until exchanged.
SECTION VI.
BOARD OF DIRECTORS AND OFFICERS
The Surviving Corporation shall on the Effective Date have between three
to five members of the Board of Directors and may increase the Board of
Directors to seven members at their discretion. The Board of Directors of the
Surviving corporation shall remain the same as of the Effective Date.
SECTION VII.
EFFECT OF THE MERGER
On the Effective Date, the separate existence of the Non Survivor shall
cease except insofar as continued by statute and it: shall be merged with and
into the Surviving Corporation. All of the property, real, personal and mixed
of each of the component corporations, and all debts due to either of them,
shall be transferred to and vested in the Surviving corporation., without
further act or deed. The Surviving corporation shall thenceforth be
responsible and liable for all the liabilities and obligations; any legal
claim or judgement against either of the component corporations may be
enforced against the Surviving corporation.
SECTION VIII.
APPROVAL OF SHAREHOLDERS
The By-laws of each of the component corporations provides that majority
consent, represented by the polling of the shareholders (fifty percent or
greater), empowers the Board of Directors to act on behalf of the shareholders
of the respective corporations. Therefore, the Board of Directors must have
approval of at least fifty percent of their respective shareholder to cause
this merger.
SECTION IX.
REPRESENTATIONS AND WARRANTIES OF NON-SURVIVOR
Non-Survivor represents and warrants that:
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9.1 Corporate Organization. Non-Survivor is a corporation duly organized,
validly existing under the laws of the State of Florida, and is qualified to
do business in its jurisdiction.
9.2 Capitalization. Non-Survivor's authorized capital stock consists of
1,000 common shares, with a par value of $.001.
9.3 Subsidiaries. The Non-Survivor has no subsidiaries.
9.4 Financial Position. The Non-Survivor represents that it has no
liabilities, actual, contemplated or threatened, other than disclosed to the
Survivor, as of the Effective Date of this Merger.
9.5 Absence of Certain Changes. The Non-Survivor hereby represents and
warrants that there has been no material adverse change in the business or
financial position of the Non-Survivor as of the Effective Date of this
Merger.
9.6 Litigation, etc. The Non-Survivor hereby represents and warrants that
it has no legal action, actual, contemplated or threatened as of the Effective
Date of this Merger.
9.7 Contracts. Except as heretofore disclosed in writing by Non-Survivor
and Survivor, the Non-Survivor is not a party to any material contract which
is to be performed in whole or in part at or after the Effective Date of this
Agreement.
9.8 No Violation. Consummation of the merger will not constitute or
result in a breach or default under any provision or any charter, bylaw,
indenture, mortgage, lease or agreement, or any order. judgement, decree, law
or regulation known to the- Non-Survivor.
9.9 Authorization. Execution of this Agreement has been duly authorized
and approved by Non-Survivor's Board of Directors.
SECTION X.
REPRESENTATIONS AND WARRANTIES OF SURVIVOR
Survivor represents and warrants that:
10.1 Corporate Organization. Survivor is a corporation duly organized and
valid1y existing under the laws of the State of Delaware and is qualified to
conduct business and upon the Effective Date of this Agreement will merge with
the Florida corporation.
10.2 Capitalization. As of the Effective Date of this Merger, Survivor's
authorized capital is 50,000,000 common shares of stock, $.0001 par value-.
1,000,000 preferred shares of stock which shall have- a par -value of $.01, by
Amendment to the Articles of Incorporation. As of Effective Date of the
Merger, there are 7,478,001 common shares issued and outstanding or due to be
issued-, no preferred shares issued and outstanding.
10.3 Subsidiaries. As of the Effective Date of this Merger, there are no
Subsidiaries of the Survivor.
10.4 Financial Position. As of the Effective Date of this Merger the
Survivor is a publicly-held company in the process of completing a private
placement financing to facilitate the operation of the business of the
Non-Survivor. The Survivor has no liabilities other than as disclosed to the
Non-Survivor.
10.5 Absence of Certain Changes. The Survivor hereby represents and
warrants that there has been no material change in the business of the
Survivor as of the Effective Date.
10.6 Litigation. The Survivor hereby represents and warrants that there
is no legal action filed, contemplated or threatened as of the Effective Date
of this Merger.
10.7 Contracts. Except as heretofore disclosed in writing by the Survivor
the Non-Survivor, Survivor is not a party to any material contract which is to
be performed in whole or in part at or after the Effective Date of the Merger.
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10.8 No Violation. Consummation of this Merger will not constitute or
result in a breach or default under any provision of any charter, bylaw,
indenture, mortgage, lease or agreement or any order, judgement, decree, law
or regulation known to the Survivor.
10.9 Authorization. Execution of this Agreement has been duly authorized
and approved by the Survivor's Board of Directors.
SECTION XI.
CONDUCT OF SURVIVOR AND NON-SURVIVOR PENDING THE EFFECTIVE DATE
The conduct of the Survivor and Non-Survivor are as follows:
11.1 Certificate of Incorporation and Bylaws: The Survivor shall be known
as INTERNET STOCK MARKET RESOURCES, INC., a Delaware Corporation
11.2 Capitalization. etc: The Survivor shall have the share capital
structure of a total 51,000,000 shares; 50,000,000 common shares authorized,
par value of $.0001; 1,000,000 preferred shares at a par value of $.01.
11.3 Shareholder's Meeting: As of the Effective Date there has been no date
set for a Shareholder's Meeting.
SECTION XII.
DESIGNATION OF AGENT FOR SERVICE
As of the Effective Date of the Merger, the Survivor Corporation hereby
appoints the Survivor's Corporate Secretary to accept service of process in
any action, suit or proceeding for this enforcement of any obligations of
Non-Survivor. The Survivor shall be governed by the laws of the State of
Delaware.
SECTION XIII.
ACCESS
From the date hereof to the Effective Date, Survivor and Non-Survivor
shall provide each other with such information and permit each other's
Officers and Directors such access as may be needed to complete the Agreement
and Plan of Merger.
SECTION XIV.
TERMINATION
This Agreement may not be terminated unless by mutual written consent,
executed by both parties, prior to the Effective Date of the Merger.
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SECTION XV.
GENERAL PROVISIONS
15.1 Further Assurance. At any time, and from time to time, after the
Effective Date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect any information as deemed necessary to carry out the intent and
purposes of this Agreement and Plan of Merger.
15.2 Waiver. Any failure on the part of either party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
15.3 Brokers. Except as otherwise disclosed, each party represents to the
other party that no broker or finder has acted for it in connection with this
Agreement and Plan of Merger; and agrees to indemnify and hold harmless the
other party against any fee, loss or expense arising out of claims by brokers
or finders employed or alleged to have been employed by either party.
15.4 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given in person or sent via courier
or first class mail to:
Survivor, prior to the Effective date at:
000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Non Survivor:
0000 Xxxxx Xxxxxx Xxxxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
15.5 Entire Agreement. This Agreement constitutes the entire agreement,
between the parties and supersedes and cancels any other agreement,
representations, or communication, whether oral or written, between the
parties hereto relating to the transactions contemplated herein or the subject
matter hereof.
15.6 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.
15.7 Assignment. This Agreement shall inure to the benefit of, and
binding upon, the parties hereto and their successors and assigns, provided,
however, that any assignment by either party or its rights under this
Agreement without the consent of the other party shall be void.
15.8 Counterparts. This Agreement may be executed simultaneously in two
or more, counterparts, each of which shall be deemed an original, but all of
which together shall constitutes one and the same instruments.
Non-Survivor (I-FLA) Survivor (I-DEL):
/s/ Xxxxxxxxxx Xxxxxxxxxx, /s/ Xxxx X. Bramis
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by Xxxxxxxxxx Xxxxxxxxxx, President by Xxxx X. Bramis,
President, Internet Stock Market Corp. Internet Stock Market Resources, Inc.
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