ANNEX B
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as
of ___________, 2002, between Book Corporation of America, a Utah
corporation ("Book") and Secured Diversified Investment, Ltd., a
Nevada corporation ("SDI").
WITNESSETH
WHEREAS, the Board of Directors of Book have deemed it to be
in the best interest of Book to change its domicile from the
state of Utah to the state of Nevada; and
WHEREAS, Book has authorized an capitalization of
100,000,000 shares of common stock, $.005 par value ("Book Common
Stock") of which, 2,349,540 were issued and outstanding as of May
___, 2002; and
WHEREAS, SDI has an authorized capitalization of 100,000,000
shares of common stock, $.001 par value ("SDI Common Stock") of
which, 100 shares were issued and outstanding as of May ___,
2002; and
WHEREAS, the Board of Directors of Book and SDI, deem it
advisable for Book to merge with and into SDI in accordance with
the provisions of the Utah Revised Business Corporations Act and
the Nevada Revised Statutes.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, Book
and SDI agree that Book shall merge with and into and SDI. SDI
shall be the corporation surviving the Merger and the terms and
conditions of the Merger, the mode of carrying it into effect and
the manner and basis of converting shares in Merger shall be as
follows:
ARTICLE I
The Merger
(a) Subject to and in accordance with the provisions of this
Agreement, Certificate of Merger shall be executed by Book and
SDI and filed in the Offices of the Secretary of States of the
State of Utah and the State of Nevada as provided in the Utah
Revised Business Corporation Act and the Nevada Revised Statutes,
respectively.
(b) The Merger shall become effective at the time
("Effective Time") of filing of the Certificate of Merger with
the Secretary of State of Nevada in accordance with Section
92A.240 of the Nevada Revised Statutes.
(c) At the Effective Time, Book shall be merged with and
into SDI. SDI shall be designated as the surviving corporation
and shall continue its corporate existence under the laws of the
State of Nevada and the separate existence of Book shall cease
(Book and SDI are referred to herein as the "Constituent
Corporations" and SDI, the corporation designated as the
surviving corporation, is referred to herein as the "Surviving
Corporation").
(d) Prior to and after the Effective Time, Book and SDI,
respectively shall take all such action as may be necessary or
appropriate in order (i) to effect the Merger, and (ii)
thereafter carry out the purposes of this Agreement to vest in
the Surviving Corporation all the rights, privileges, immunities
and franchises, as of a public or a private nature, of each
Constituent Corporation; and all property, real, personal and
mixed, and all debts and all chooses in action, and all and every
other interest of or belonging to or due to, each Constituent
Corporation, and the officers and Directors of each Constituent
Corporation as of the Effective Time shall take all such action.
ARTICLE II
Terms of Conversion of Shares
Shares of Book Common Stock may be converted to shares of
SDI Common stock on a one share for one share basis.
ARTICLE III
Articles of Incorporation and By-Laws
(a) From and after the Effective Time, the Articles of
Incorporation and By-Laws of SDI as in effect immediately prior
to the Effective Time shall be and continue to be the Articles of
Incorporation and By-Laws of the Surviving Corporation until
amended.
ARTICLE IV
Directors and Officers
The persons who are Directors and officers of SDI
immediately prior to the Effective Time shall continue as the
Directors and officers, respectively, of the Surviving
Corporation and shall continue to hold office as provided in the
By-Laws of the Surviving Corporation. If, at or following the
Effective Time, a vacancy shall exist in the Board of Directors
or in the position of any officer of the Surviving Corporation,
such vacancy may be filled in the manner provided in the By-Laws
of the Surviving Corporation.
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ARTICLE V
Stock Certificates
Following the Effective Time, each holder of an outstanding
certificate or certificates theretofore representing shares of
Book Common Stock may, but shall not be required to, surrender
the same to SDI for cancellation and exchange or transfer, and
each such holder or transferee thereof will be entitled to
receive a certificate of certificates representing the same
number of shares of SDI Common Stock as the number of shares of
Book Common Stock previously represented by the stock certificate
or certificates surrendered. Until so surrendered for
cancellation and exchange or transfer, each outstanding
certificate which, prior to the Effective Time, represented
shares of Book Common Stock shall be deemed and treated for all
corporate purpose to represent the ownership of the same number
of the shares of SDI as though such surrender for cancellation
and exchange or transfer thereof had taken place. The stock
transfer books for Book Common Stock shall be deemed to be closed
at the Effective Time, and no transfer of shares of Book Common
Stock outstanding immediately prior to the Effective Time shall
thereafter be made on such books. Following the Effective Time,
the holders of certificates representing Book outstanding
immediately before the Effective Time shall cease to have any
rights with respect to stock of the Surviving Corporation and
their sole rights shall be with respect to the SDI Common Stock
into which their shares of Book Common Stock shall have been
converted in the Merger.
ARTICLE VI
Conditions to the Merger
Consummation of the Merger is subject to the satisfaction of
the following conditions:
(a) The Merger shall have received such approval of the
Board of Directors and shareholders of each Constituent
Corporation entitled to vote thereon as is required by the Utah
Revised Business Corporation Act, the Nevada Revised Statutes and
the Articles of Incorporation of each Constituent Corporation.
(b) Book and SDI shall have fulfilled all statutory
requirements for the valid consummation of the Merger.
(c) Book and SDI shall have furnished corporate resolutions
and/or other documentary evidence satisfactory to counsel for
each that this Agreement has properly been submitted to and
received approval from the Board of Directors of each party as
required by applicable law.
ARTICLE VII
Amendment, Waiver and Termination
(a) Book and SDI by mutual consent of their respective
Boards of Directors may amend, modify or supplement this
Agreement or waive any condition set forth in Article VI hereof
in such manner as may be agreed upon by them in writing, at any
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time before or after approval of this Agreement by the
shareholders of Book, but not after the time that the Certificate
of Merger are filled with the Nevada Secretary of State ("Filing
Time"); provided, however, that no such amendment, modification,
supplement or waiver shall, in the sole judgment of the Board of
Directors of Book, materially adversely affect the rights of the
shareholders of Book.
(b) Consummation of the Merger may be deferred by the Boards
of Directors of either party or any authorized officer of either
party for a reasonable period of time if said Board or officer
determines such deferral would be in the best interest of its
respective corporation or its shareholders.
(c) This Agreement may be terminated and the Merger and
other transactions herein provided for abandoned at any time
prior to the Filing Time, whether before or after approval of
this Agreement by the shareholders of Book, by action of the
Board of Directors of Book, by the shareholders of SDI or by
action of the Board of Directors of SDI if said Board of
Directors determines for any reason that the consummation of the
transactions herein provided for would for any reason be
inadvisable or not in the best interests of Book, SDI or their
respective shareholders.
ARTICLE VIII
Miscellaneous
(a) This Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original, and
such counterparts shall together constitute but one and the same
instrument.
(b) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, Book and SDI pursuant to approval and
authorization duly given by resolutions adopted by their
respective Boards of Directors, have each caused this Agreement
and Plan of Merger to be executed by its President.
Book Corporation of America, Secured Diversified
Investment, Ltd.
a Utah corporation a Nevada corporation
/s/ /s/
Xxxxxx Xxxxxxxx, President Xxxxxx Xxxxxxxx,
President
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