(File stamped as follows: FILED, In the office of the
Secretary of State of the State of Nevada, APR 17 1989,
Xxxxxxx Xxx Del Papa, Secretary of State, /s/ XXXXXXX XXX
DEL PAPA, 10151-88
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER ("Agreement") is made by and
between Sublingual Products International, Inc., formerly
CST, Inc. (hereinafter referred to as "CST"), a Nevada
corporation, principally located at 0000 Xxxx Xxxxxxxx Xx,
Xxxxx X, Xxx Xxxxx, XX 00000, and Sublingual Products
International, Inc. ("Sublingual"), a Texas corporation,
principally located at 0000 Xxxxx Xxxxx, Xxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, the Board of Directors and a majority of the
shareholders of Sublingual deem it desirable and in the best
interests of the corporation and its shareholders that it
merge into CST; and
WHEREAS, the Board of Directors and majority shareholders of
CST deem it desirable and in the best interests of the
corporation and its shareholders that Sublingual merge into
CST; and
WHEREAS, the total number of shares of common stock which
CST is authorized to issue is Twenty Five Million
(25,000,000) shares of common stock, $.001 par value per
share; and
WHEREAS, the total number of shares of common stock which
Sublingual is authorized to issue is 100,000 shares of
common stock, $.10 par value per share; and
NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements hereinafter set forth, in
consideration of the representations and warranties of the
Certificates of the President and Secretary of the parties
hereto (attached hereto as Exhibits A, B, C and D and made a
part hereof) and in consideration of the financial
statements of the parties hereto (attached hereto as
Exhibits E and F and made a part hereof), and other valid
consideration deemed by the parties to be sufficient, the
parties hereto hereby agree that Sublingual shall be merged
into CST and that CST shall be a single surviving
corporation; and the parties hereto hereby agree to and
prescribe the terms and conditions of such merger, the
method of carrying it into effect, and the manner of
converting the shares of Sublingual into shares of other
securities of CST, as follows:
SECTION ONE
SURVIVING CORPORATION
CST, a Nevada corporation, represents and warrants that it
is validly existing and in good standing under the laws of
Nevada.
Sublingual, a privately held Texas corporation, represents
and warrants that it is validly existing and in good
standing under the laws of Texas.
Sublingual shall be merged into CST and the corporate
existence of Sublingual shall cease and the corporate
existence of CST shall continue under the name "Sublingual
Products
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International, Inc.," a Nevada corporation, following a
corporate name change as filed with the Secretary of State,
State of Nevada, and CST shall become the owner, without
other transfer, of all rights, title, interests and property
of the consituent corporations, and CST shall become subject
to all the debts and liabilities of the constituent
corporation in the same manner as if CST had itself incurred
them.
SECTION TWO
FINANCIAL STATEMENTS
A. Sublingual has delivered to CST copies of its audited
financial statements as of December 31, 1988, all certified
by Xxxxxx X. Xxxxx, Ltd., independent certified public
accountants including the notes thereto. All of such
financial statements are true and complete and have been
prepared in accordance with generally accepted accounting
principles consistently followed throughout the periods
indicated, except as otherwise indicated in the notes
thereto. Each of such financial statements presents a true
and complete statement as of its date of the financial
condition and assets and liabilities of Sublingual, as the
case may be. Except as and to the extent reflected or
reserved against therein (including the notes thereto),
Sublingual did not have, as of the date of each such
financial statement, any liabilities or obligations (whether
accrued, absolute, contingent or otherwise) of a nature
customarily reflected in a corporate financial statement or
the notes thereto, prepared in accordance
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with generally accepted accounting principles. Each of such
statements of operations and stockholders' deficit presents
a true and complete statement of the operations of
Sublingual for the period indicated. There have been no
material changes since the date of such financial statements
other than those occurring in the ordinary course of doing
business that are not otherwise disclosed in the notes of
the financial statements or in this Agreement.
B. CST has delivered to Sublingual copies of its audited
financial statements as of January 10, 1989, all certified
by Xxxxxx X. Xxxxx, Ltd., independent certified public
accountants including the notes thereto. All of such
financial statements are true and complete and have been
prepared in accordance with generally accepted accounting
principles consistently followed throughout the periods
indicated, except as otherwise indicated in the notes
thereto. Each of such financial statements presents a true
and complete statement as of its date of the financial
condition and assets and liabilities of CST.
Except as and to the extent reflected or reserved against
therein including the notes thereto), CST, did not have, as
of the date of each such financial statement, any
liabilities or obligations (whether accrued, absolute,
contingent or otherwise) of a nature customarily reflected
in a corporate financial statement or the notes thereto,
prepared in accordance with generally accepted
4
accounting principles. Each of such statements of earnings
and retained earnings presents a true and complete statement
of the operations of CST for the period indicated. There
have been no material changes since the date of such
financial statements other than those occurring in the
ordinary course of doing business that are not otherwise
disclosed in the notes to the financial statements or in
this Agreement.
SECTION THREE
PRINCIPAL OFFICE
The principal executive offices of CST shall be changed to
the principal executive offices of Sublingual following this
merger.
SECTION FOUR
OBJECTS AND PURPOSES
The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on by the
corporation following the merger, are generally as follows:
to engage in the manufacturing, marketing and sales of
vitamin, nutritional and pharmaceutical products.
SECTION FIVE
CERTIFICATE OF INCORPORATION
The Certificate of Incorporation of CST, as amended, shall
on the effective date of the merger, remain in full force
and effect under its orginal terms and conditions.
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SECTION SIX
BYLAWS
The present Bylaws of CST, insofar as not inconsistent with
this Agreement of Merger, shall be the Bylaws of the
surviving corporation following the merger until altered,
amended or repealed as therein provided.
SECTION SEVEN
DIRECTORS; OFFICERS; REGISTRATION RIGHTS
The members who consitiute the Board of Directors and
Officers of CST, following the merger, and who shall hold
office until the first annual or special meeting of the
shareholders of CST following the merger, are as follows:
Xxxxx XxXxxxx, Arlington, Texas
Director, President and Chief Executive Officer
Xxxxx Xxxxxx, Bedford, Texas
Director, Vice President and Secretary
and
Xxxxxxx XxXxxxx
Director and Vice President Sales
CST and Sublingual hereby agree that upon the effective date
of this Agreement, CST will immediately change its corporate
name to "Sublingua1 Products International, Inc.". The
surviving corporation shall have no fewer than the three (3)
directors.
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SECTION EIGHT
METHOD OF CONVERTING SHARES
Immediately upon execution of this Agreement, the shares of
common stock of Sublingual shall, without any other action
on the part of the respective holders thereof, become and be
converted into shares of common stock of CST, as follows:
Sublingual will be acquired by CST, Inc., a Nevada
corporation, in a common stock exchange whereby the
shareholders in Sublingual will receive on a pro rata basis
5,000,000 restricted shares of common stock for all of the
issued and outstanding common stock of Sublingual, to wit:
Shareholder Common Stock
Xxxxx X. Xxxxxx 1,000,000
Xxxxx XxXxxxx 1,000,000
Xxxxx XxXxxxx 3,000,000
Total 5,000,000
SECTION NINE
DIVIDENDS PRIOR TO MERGER
Until this Agreement of Merger becomes effective or is
otherwise abandoned, the consitutent corporations may not
pay dividends on their shares of common stock of any class
or series.
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SECTION TEN
LITIGATION AND CLAIMS
CST and Sublingual, individually and collectively, are not a
party to any legal proceedings and, to the best of their
information, knowledge and belief, none is presently
contemplated or has been threatened.
SECTION ELEVEN
AUTHORITY TO MERGE
CST and Sublingual have all requisite power and authority to
execute, deliver and perform this Agreement. All necessary
corporate proceedings have been duly taken to authorize the
execution, delivery and performance of this Agreement. This
Agreement has been duly authorized, executed and delivered
by the parties hereto and is the legal, valid and binding
obligation of the parties hereto and is enforceable in
accordance with its terms and conditions.
SECTION TWELVE
DUTY OF FULL DISCLOSURE
No representation or warranty in this Agreement contains on
the date of this Agreement any untrue statement of material
fact, or omits to state a material fact necessary to make
the statements made herein not misleading. This duty of full
disclosure shall continue through the date of merger.
8
SECTION THIRTEEN
ORGANIZATION
CST and Sublingual are each corporations duly organized,
validly existing and in good standing under the laws of the
States of Nevada and Texas, respectively, with all requisite
power and authority to consummate the terms and conditions
of this Agreement.
SECTION FOURTEEN
VALIDITY OF SECURITIES; AUTHORIZED AND ISSUED SECURITIES
The securities to be delivered to the shareholders of
Sublingual pursuant to this Agreement, when issued in
accordance with the terms and conditions of this Agreement,
will be validly authorized and issued, fully paid and
nonassessable.
The total number of shares of common stock which CST is
authorized to issue is Twenty Five Million (25,000,000)
shares of common stock, $.001 par value. The total number of
shares of common stock which CST has issued and outstanding
is One Million (1,000,000) shares, which are validly
authorized and issued, fully paid and nonassessable. No
other securities or rights to securities are issued and/or
outstanding.
The total number of shares of common stock which Sublingual
is authorized to issue is One Hundred Thousand (100,000)
shares of common stock, $.10 par value per share. The total
number of shares of common stock which Sublingual has issued
and outstanding is Ten Thousand (10,000) shares, which are
validly
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authorized and issued, fully paid and nonassessable. No
other securities or rights to securities are issued and/or
outstanding.
SECTION FIFTEEN
INDEMNIFICATION
CST and Sublingual agree to indemnify and hold harmless each
other, and their respective officers, directors, auditors
and legal representatives, against and in respect of any and
all claims, suits, actions, proceedings, investigations,
judgments, deficiencies, damages, settlements and other
related expenses as and when incurred arising out of or
based upon this Agreement.
SECTION SIXTEEN
CLOSING
The closing of this Agreement shall be held at 0000 Xxxx
Xxxxxxxx Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000 on March _,
1989, at _: _ p.m., Pacific Standard Time (PST).
SECTION SEVENTEEN
EXTRAORDINARY TRANSACTIONS
Neither corporation shall, prior to the effective date of
the merger, engage in any activity or transaction other than
in the ordinary course of business, except as contemplated
by this Agreement of Merger.
10
SECTION EIGHTEEN
SUBMISSION TO STOCKHOLDERS
This Agreement has been approved by the directors and stock-
holders of CST, by written consent in lieu of a special
meeting, in the manner provided by Nevada Revised Statutes,
and at least a majority of the directors and stockholders of
CST have voted in favor of the adoption of the terms and
conditions of this Agreement.
This Agreement has been approved by the directors and
stockholders of Sublingual, by written consent in lieu of a
special meeting, in the manner provided by the Revised Civil
Statutes of Texas, and at least a majority of the directors
and stockholders of Sublingual have voted in favor of the
adoption of the terms and conditions of this Agreement.
SECTION NINETEEN
MATERIAL CONTRACTS
Neither CST nor Sublingual is in default in any material
respect under the terms of any material outstanding
contract, agreement, lease or other commitment.
SECTION TWENTY
NO CONFLICT WITH OTHER INSTRUMENTS
At the effective time of the Merger, the consummation of the
transactions contemplated by the Merger Agreement will not
result
11
in the breach of any term or provision of or constitute a
default under any indenture, mortgage, deed of trust or
other material agreement or instrument to which CST is a
party.
SECTION TWENTY-ONE
AGREEMENT TO SURVIVE CLOSING
The parties hereto agree that the terms, covenants and
conditions of this Agreement shall survive closing.
SECTION TWENTY-TWO
NO WAIVER OR MODIFICATION
The parties hereto hereby agree that no waiver or modifica-
tion of this Agreement or of any covenant, condition or
limitation herein contained shall be valid unless in writing
and duly executed by the party to be charged therewith.
SECTION TWENTY-THREE
SUPERSEDES ALL PREVIOUS AGREEMENTS; WAIVERS
This Agreement supersedes all previous agreements, written
or oral, and shall inure to the benefit of and be binding
upon the parties hereto, their heirs, representatives,
successors and assigns. The waiver by either party hereto of
a breach or violation of any provision of this Agremeent
shall not operate as, or be construed to be, a waiver of any
subsequent breach hereof.
12
SECTION TWENTY-FOUR
DUPLICATE COUNTERPARTS
This Agreement is executed in duplicate counterparts, each
of which shall be deemed an original and together shall
constitute one and the same Agreement, with one counterpart
being delivered to each party hereto.
SECTION TWENTY-FIVE
CONTROLLING LAW; CONTINGENCIES
The parties hereto hereby agree that this Agreement and the
performance hereunder and all proceedings hereunder be
construed in accordance with and under and pursuant to the
laws of the State of Nevada and that in any action or other
proceeding that may be brought arising out of, in connection
with or by reason of this Agreement, the laws of the State
of Nevada shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or proceeding may be
instituted.
The terms and conditions of this Agreement are contingent
upon obtaining any and all necessary consents, approvals and
authorizations from governmental authorities and otherwise
complying with all applicable federal and state laws.
13
SECTION TWENTY-SIX
SERVICE OF PROCESS
CST, Inc and Sublingual hereby agree that the surviving
corporation, CST, Inc., may be served with process in the
State of Texas in any proceeding for the enforcement of any
obligation of any domestic corporation of the State of Texas
which is a party to this Merger and in any proceeding for
the enforcement of the rights of a dissenting shareholder of
any such domestic corporation against the surviving or new
corporation.
SECTION TWENTY-SEVEN
APPOINTMENT OF SECRETARY OF STATE
CST, Inc. and Sublingual hereby appoint the Secretary of
State of the State of Texas as its agent in the State of
Texas to accept service of process in any such proceeding as
contemplated in Section Twenty-Six, above.
SECTION TWENTY-EIGHT
DISSENTING SHAREHOLDERS
CST, Inc., and Sublingual hereby agree that the surviving
corporation, CST, Inc. will promptly pay to the dissenting
shareholders of any domestic corporation of the State of
Texas the amount, if any, to which they shall be entitled
under the provisions of the Business Corporation Act of the
State of Texas with respect to the rights of dissenting
shareholders.
14
IN WITNESS WHEREOF, the directors, or a majority thereof, of
CST, and the directors, or a majority therof, of Sublingual,
have executed this Agreement, under proper authority, on the
22nd day of March, 1989.
Sublingual Products
International, Inc.,
formerly,
ATTEST: CST, INC.,
a Nevada corporation
/s/ XXX X. XXXXXX /s/ XXXX XXXXX
Xxx X. Xxxxxx, Secretary Xxxx Xxxxx, President
ATTEST Sublingual Products
International, Inc.,
a Texas corporation
______________________ ____________________
Xxxxx Xxxxxx, Secretary Xxxxx XxXxxxx, President
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IN WITNESS WHEREOF, the directors, or a majority thereof, of
CST, and the directors, or a majority therof, of Sublingual,
have executed this Agreement, under proper authority, on the
22nd day of March, 1989.
Sublingual Products
International, Inc.,
formerly,
ATTEST: CST, INC.,
a Nevada corporation
_____________________ ____________________
Xxx X. Xxxxxx, Secretary Xxxx Xxxxx, President
ATTEST Sublingual Products
International, Inc.,
a Texas corporation
/s/ XXXXX XXXXXX /s/ XXXXX XXXXXXX, PRESIDENT
Xxxxx Xxxxxx, Secretary Xxxxx XxXxxxx, President
(stamped as follows: Received, April 17, 1989, Secretary of
State)
00
XXXXXXXXXXXXXX
XXXXX XX XXXXX )
) ss .
COUNTY OF TARRANT )
On this the 22 day of March, 1989, before me the undersigned
Notary Public, personally appeared Xxxxx XxXxxxx, known to
me to be the President of Sublingual Products International,
Inc., a Texas corporation, the corporation which executed
the attached instrument, and who executed same on behalf of
said corporation, freely and voluntarily and for the uses
and purposes therein mentioned.
/s/ XXXX X. XXXXXX
Notary Public
(notary stamp as follows: Notary Public, State of Texas,
Xxxx X. Xxxxxx, Commission expires September 23, 1992)
ACKNOWLEDGMENT
STATE OF NV )
) ss .
COUNTY OF XXXXX )
On this the 22 day of March, 1989, before me, the
undersigned Notary Public, personally appeared Xxxx Xxxxx,
known to me to be the President of CST, Inc. a Nevada
corporation, the corporation which executed the attached
instrument, and who executed same on behalf of said
corporation, freely and voluntarily and for the uses and
purposes therein mentioned.
/s/ XXX X. XXXXXX
Notary Public
(Notary stamp as follows: Notary Public-State of
Nevada, County of Xxxxx, Xxx X. Xxxxxx, My Appointment
Expires Sept. 10, 1991)
(stamped as follows: Received, April 17, 0000, Xxxxxxxxx xx
Xxxxx)
