PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated August 11, 2003 ("Agreement"),
is entered into between Strategic Capital Resources, Inc., a Florida corporation
("SCR-Florida"), and Strategic Capital Resources, Inc., a Delaware corporation
("SCR-Delaware").
RECITALS
A. The respective Boards of Directors of SCR-Florida and SCR-Delaware
believe that the best interests of SCR-Florida and SCR-Delaware and their
respective stockholders will be served by the merger of SCR-Delaware with
SCR-Florida under and pursuant to the provisions of this Agreement and the
Delaware General Corporation Law and the Florida Business Corporation Act.
B. SCR-Delaware has an aggregate authorized capital of 25,000,000
shares of Common Stock, $.001 par value per share and 5,000,000 shares of
preferred stock, $.01 par value per share ("SCR-Delaware Preferred Stock"). On
June 30, 2003, there were 77,192 shares of SCR-Delaware Common Stock issued and
outstanding and no shares of SCR-Delaware Preferred Stock issued and
outstanding.
C. SCR-Florida has an aggregate authorized capital stock of 25,000,000
shares of Common Stock, $.001 par value per share and 5,000,000 shares of
preferred stock, $.01 par value per share ("SCR-Florida Preferred Stock"). On
the date hereof, there is one (1) share of SCR -Florida Common Stock issued and
outstanding and no shares of SCR-Florida Preferred Stock issued and outstanding.
AGREEMENT
In consideration of the Recitals and of the mutual agreements contained
in this Agreement, the parties hereto agree as set forth below.
1. Merger. SCR-Delaware shall be merged with and into SCR-Florida
("Merger").
2. Effective Date. The Merger shall become effective immediately upon
the later of the filing of this Agreement or a certificate of merger with the
Secretary of State of Delaware in accordance with Delaware General Corporation
Law and the filing of articles of merger with the Secretary of State of Florida
in accordance with the Florida Business Corporation Act. The time of such
effectiveness is hereinafter called the "Effective Date."
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3. Surviving Corporation. SCR-Florida shall be the surviving
corporation and shall continue to be governed by the laws of the State of
Florida. The separate corporate existence of SCR-Delaware shall cease on the
Effective Date.
4. Articles of Incorporation. The Articles of Incorporation of
SCR-Florida as it exists on the Effective Date shall be the Articles of
Incorporation of SCR-Florida following the Effective Date, unless and until the
same shall thereafter be amended or repealed in accordance with the laws of the
State of Florida.
5. Bylaws. The Bylaws of SCR-Florida as they exist on the Effective
Date shall be the Bylaws of SCR-Florida following the Effective Date, unless and
until the same shall be amended or repealed in accordance with the provisions
thereof and the laws of the State of Florida.
6. Board of Directors and Officers. The members of the Board of
Directors and the officers of SCR-Delaware immediately prior to the Effective
Date shall be the members of the Board of Directors and the officers,
respectively, of SCR-Florida following the Effective Date, and such persons
shall serve in such offices for the terms provided by law or in the Bylaws, or
until their respective successors are elected and qualified.
7. Conversion of Outstanding SCR-Delaware Stock. Upon the Effective
Date, each issued and outstanding share of SCR-Delaware Common Stock and all
rights in respect thereto shall be converted into one fully paid and
nonassessable share of SCR-Florida Common Stock, and each certificate
representing shares of SCR-Delaware Common Stock shall for all purposes be
deemed to evidence the ownership of the same number of shares of SCR-Florida
Common Stock as set forth in such certificate. After the Effective Date, each
holder of an outstanding certificate representing shares of SCR-Delaware Common
Stock may, at such shareholder's option, surrender the same to SCR-Florida's
registrar and transfer agent for cancellation, and each such holder shall be
entitled to receive in exchange therefor a certificate(s) evidencing the
ownership of the same number of shares of SCR-Florida Common Stock as are
represented by the SCR-Delaware certificate(s) surrendered to SCR-Florida's
registrar and transfer agent.
8. Stock Options, Warrants and Convertible Debt. Upon the Effective
Date, each stock option, stock warrant, convertible debt instrument and other
right to subscribe for or purchase shares of SCR-Delaware Common Stock shall be
converted into a stock option, stock warrant, convertible debt instrument or
other right to subscribe for or purchase the same number of shares of
SCR-Florida Common Stock, and each certificate, agreement, note or other
document representing such stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of SCR-Delaware
Common Stock shall for all purposes be deemed to evidence the ownership of a
stock option, stock warrant, convertible
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debt instrument or other right to subscribe for or purchase shares of
SCR-Florida Common Stock.
9. Rights and Liabilities of SCR-Florida. On and after the Effective
Date, and all in the manner of and as more fully set forth in Section 607.1106
of the Florida Business Corporation Act and Section 259 of the Delaware General
Corporation Law, the title to all real estate and other property, or any
interest therein, owned by each of SCR-Delaware and SCR-Florida shall be vested
in SCR-Florida without reversion or impairment; SCR-Florida shall succeed to and
possess, without further act or deed, all estates, rights, privileges, powers,
and franchises, both public and private, and all of the property, real, personal
and mixed, of each of SCR-Delaware and SCR- Florida without reversion or
impairment; SCR-Florida shall thenceforth be responsible and liable for all the
liabilities and obligations of each of SCR-Delaware and SCR-Florida; any claim
existing or action or proceeding pending by or against SCR-Delaware or
SCR-Florida may be continued as if the Merger did not occur or SCR-Florida may
be substituted for SCR-Delaware in the proceeding; neither the rights of
creditors nor any liens upon the property of SCR-Delaware or SCR-Florida shall
be impaired by the Merger; and SCR-Florida shall indemnify and hold harmless the
officers and directors of each of the parties hereto against all such debts,
liabilities and duties and against all claims and demands arising out of the
Merger.
10. Termination. This Agreement may be terminated and abandoned by
action of the respective Boards of Directors of SCR-Delaware and SCR-Florida at
any time prior to the Effective Date, whether before or after approval by the
stockholders of either or both of the parties hereto.
11. Amendment. The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Date; provided that an
amendment made subsequent to the approval of this Agreement by the stockholders
of either of the parties hereto shall not: (a) change the amount or kind of
shares, securities, cash, property or rights to be received in exchange for or
on conversion of all or any of the shares of the parties hereto, (b) change any
term of the Articles of Incorporation of SCR-Florida, or (c) change any other
terms or conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
12. Registered Office. The registered office of SCR-Florida in the
State of Florida is located at 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxx
00000, and Xxxxx Xxxxxx is the registered agent of SCR-Florida at such address.
13. Inspection of Agreement. Executed copies of this Agreement will be
on file at the principal place of business of SCR-Florida at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxx Xxxxx,
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Xxxxxxx 00000. A copy of this Agreement shall be furnished by SCR-Florida, on
request and without cost, to any stockholder of either SCR-Delaware or
SCR-Florida.
14. Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Florida.
15. Service of Process. On and after the Effective Date, SCR-Florida
agrees that it may be served with process in Delaware in any proceeding for
enforcement of any obligation or SCR- Delaware or SCR-Florida arising from the
Merger.
16. Designation of Delaware Secretary of State as Agent for Service of
Process. On and after the Effective Date, SCR-Florida irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of process in any
suit or other proceeding to enforce the rights of any stockholders of
SCR-Delaware or SCR-Florida arising from the Merger. The Delaware Secretary of
State is requested to mail a copy of any such process to SCR at 0000 Xxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxx, Chief
Executive Officer.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority
duly granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its Chief Executive Officer
and attested by its Secretary.
STRATEGIC CAPITAL RESOURCES, INC.,
a Florida corporation
ATTEST:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- -----------------------------
Secretary Its: Chief Executive Officer
STRATEGIC CAPITAL RESOURCES, INC.,
a Delaware corporation
ATTEST:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- -----------------------------
Secretary Its: Chief Executive Officer
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EXHIBIT TO PLAN AND AGREEMENT OF MERGER
The officers and directors of Strategic Capital Resources, Inc., a Florida
corporation, and the surviving corporation, are as follows:
Name: Position:
---- --------
Xxxxx Xxxxxx President, Chief Executive Officer
and Chairman of the Board
Xxxx Xxxxxxxxx Treasurer, Chief Financial Officer
and Chief Accounting Officer
Xxxxxx X. Xxxxx Secretary, Director
Xxxxx Xxxxxx Vice President, Assistant Secretary
Xxxxx Xxxxxx Director
Xxxx X. Xxxxx, Xx. Director
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