AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among IVORY ACQUISITION
CORPORATION, a Delaware corporation ("Ivory"), XXXXXX.XXX, INC., a Delaware
corporation ("Xxxxxx.xxx") and the persons listed in Exhibit A hereof
(collectively the "Shareholders"), being the owners of record of all of the
issued and outstanding stock of Ivory.
Whereas, Xxxxxx.xxx wishes to acquire and the Shareholders wish to transfer
all of the issued and outstanding securities of Ivory in a transaction intended
to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended.
Now, therefore, Ivory, Xxxxxx.xxx and the Shareholders adopt this plan of
reorganization and agree as follows:
1. Exchange of Stock
1.1. Number of Shares. The Shareholders agree to transfer to Xxxxxx.xxx at the
Closing (defined below) the number of shares of common stock of Ivory, $.001 par
value per share, shown opposite their names in Exhibit A, in an exchange for an
aggregate of250,000 shares ofvoting common stock of Xxxxxx.xxx, $.001 par value
per share.
1.2. Exchange of Certificates. Each holder of an outstanding certificate or
certificates theretofore representing shares of Ivory common stock shall
surrender such certificate(s) for cancellation to Xxxxxx.xxx, and shall receive
in exchange a certificate or certificates representing the number of full shares
of Xxxxxx.xxx common stock into which the shares of Ivory common stock
represented by the certificate or certificates so surrendered shall have been
converted. The transfer of Ivory shares by the Shareholders shall be effected by
the delivery to Xxxxxx.xxx at the Closing of certificates representing the
transferred shares endorsed in blank or accompanied by stock powers executed in
blank.
1.3. Fractional Shares. Fractional shares of Xxxxxx.xxx common stock shall not
be issued, but in lieu thereof Xxxxxx.xxx shall round up fractional shares to
the next higher whole number.
1.4. Further Assurances. At the Closing and from time to time thereafter, the
Shareholders shall execute such additional instruments and take such other
action as Xxxxxx.xxx may request in order more effectively to sell, transfer,
and assign the transferred stock to Xxxxxx.xxx and to confirm Xxxxxx.xxx's title
thereto.
2. Ratio of Exchange. The securities of Ivory owned by the Shareholders, and
the relative securities of Xxxxxx.xxx for which they will be exchanged, are set
out opposite their names in Exhibit A.
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 2
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3. Closing.
3.1. Time and Place. The Closing contemplated herein shall be held as soon as
possible at the offces of Xxxxxxx & Associates at 0000 X Xxxxxx, XX, Xxxxxxxxxx,
X.X. unless another place or time is agreed upon in writing by the parties
without requiring the meeting of the parties hereof. All proceedings to be taken
and all documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding shall be deemed
taken nor documents deemed executed or delivered until all have been taken,
delivered and executed. The date of Closing may be accelerated or extended by
agreement of the parties.
3.2. Form of Documents. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission required by this Agreement or any
signature required thereon may be used in lieu of an original writing or
transmission or signature for any and all purposes for which the original could
be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction ofthe entire original writing or
transmission or original signature.
4. Unexchanged Certificates. Until surrendered, each outstanding certificate
that prior to the Closing represented Ivory common stock shall be deemed for all
purposes, other than the payment of dividends or other distributions, to
evidence ownership of the number of shares of Xxxxxx.xxx common stock into which
it was converted. No dividend or other distribution shall be paid to the holders
of certificates of Ivory common stock until presented for exchange at which time
any outstanding dividends or other distributions shall be paid.
5. Representations and Warranties of the Shareholders
The Shareholders, individually and separately, represent and warrant as
follows:
5.1. Title to Shares. The Shareholders, and each of them, are the owners, free
and clear of any liens and encumbrances, of the number of Ivory shares which are
listed in the attached schedule and which they have contracted to exchange.
5.2. Litigation. There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to shares of Ivory held
by the Shareholders.
6. Representations and Warranties of Ivory. Ivory represents and warrants
that:
6.1. Corporate Organization and Good Standing. Ivory is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its property or business requires such
qualification.
6.2. Reporting Company Status. Ivory has filed with the Securities and
Exchange Commission a registration statement on Form 10-SB which became
effective pursuant to the Securities Exchange Act of 1934 and is a reporting
company pursuant to ss. 12(g) thereunder.
AGREEMENT AND PLAN OF REORGANI7aTION PAGE NUMBER 3
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6.3. Reporting Company Filings. Ivory has timely filed and is current on all
reports required to be filed by it pursuant toss.13 of the Securities Exchange
Act of 1934.
6.4. Capitalization. Ivory's authorized capital stock consists of 100,000,000
shares of Common Stock, $.0001 par value per share, of which 5,000,000 shares
are issued and outstanding, and 20,000,000 shares of Preferred Xxxxx, x.0000 par
value per share, of which no shares are issued or outstanding.
6.5. Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
6.6. Stock Rights. Except as set out by schedule attached hereto, there are no
stock grants, options, rights, warrants or other rights to purchase or obtain
Ivory Common or Preferred Stock issued or committed to be issued.
6.7. Corporate Authority. Ivory has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its business as
it is now being conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other agreements and
instruments related to this agreement.
6.8. Authorization. Execution of this agreement has been duly authorized and
approved by Ivory's board of directors.
6.9. Subsidiaries. Except as set out by the schedule attached hereto, Ivory
has no subsidiaries.
6.10. Financial Statements. Ivory's financial statements dated as of October 31,
1999 copies of which will have been delivered by Ivory to Xxxxxx.xxx prior to
the Closing Date (the "Ivory Financial Statements"), fairly present the
financial condition of Ivory as of the date therein and the results of its
operations for the periods then ended in conformity with generally accepted
accounting principles consistently applied.
6.11. Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the Ivory Financial Statements, Ivory did not have at that
date any liabilities or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted accounting principles.
6.12. No Material Changes. Except as set out by attached schedule, there has
been no material adverse change in the business, properties, or financial
condition of Ivory since the date of the Ivory Financial Statements.
6.13. Litigation. Except as set out by attached schedule, there is not, to the
knowledge of Ivory ,any pending, threatened, or existing litigation, bankruptcy,
criminal, civil, or regulatory proceeding or investigation, threatened or
contemplated against Ivory or against any of its officers.
6.14. Contracts. Except as set out by attached schedule, Ivory is not a party
to any material contract not in the ordinary course ofbusiness that is to be
performed in whole or in part at or after the date of this agreement.
AGREEMENT AND PLAN OF REORCIANUATION PAGE NUMBER 4
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6.15. Title. Except as set out by attached schedule, Ivory has good and
marketable title to all the real property and good and valid title to all other
property included in the Ivory Financial Statements. Except as set out in the
balance sheet thereof, the properties of Ivory are not subject to any mortgage,
encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
of Ivory .
6.16. Tax Returns. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by Ivory for all years for
which such returns are due unless an extension for filing any such return has
been filed. Any and all federal, state, county, municipal, local, foreign and
other taxes and assessments, including any and all interest, penalties and
additions imposed with respect to such amounts have been paid or provided for.
The provisions for federal and state taxes reflected in the Ivory Financial
Statements are adequate to cover any such taxes that may be assessed against
Ivory in respect of its business and its operations during the periods covered
by the Ivory Financial Statements and all prior periods.
6.17. No Violation. The Closing 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, judgment, decree, law, or regulation to which any
property of Ivory is subject or by which Ivory is bound.
7. Representations and Warranties of Xxxxxx.xxx. Xxxxxx.xxx represents and
warrants that:
7.1. Corporate Organization and Good Standing. Xxxxxx.xxx is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware and is qualified to do business as a foreign corporation in each
jurisdiction, if any, in which its proRerty or business requires such
qualification.
7.2. Capitalization. Xxxxxx.xxx's authorized capital stock consists of
200,000,000 shares of Common Stock, $.001 par value per share, of which
58,259,543 shares have been issued and are outstanding, and 50,000,000 shares of
Preferred Stock, $.001 par value per share of which no shares have been issued
and outstanding.
7.3. Issued Stock. All the outstanding shares of its Common Stock are duly
authorized and validly issued, fully paid and non-assessable.
7.4. Stock Rights. Except as set out by attached schedule, there are no stock
grants, options, rights, warrants or other rights to purchase or obtain
Xxxxxx.xxx Common or Preferred Stock issued or committed to be issued.
7.5. Corporate Authority. Xxxxxx.xxx has all requisite corporate power and
authority to own, operate and lease its properties, to carry on its business as
it is now being conducted and to execute, deliver, perform and conclude the
transactions contemplated by this Agreement and all other agreements and
instruments related to this agreement.
AGREEMENT AND PLAN OF REOROAMLATION PAGE NUMBER 5
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7.6. Authorization. Execution of this agreement has been duly authorized and
approved by Xxxxxx.xxx's board of directors.
7.7. Subsidiaries. Xxxxxx.xxx has five wholly owned active and two inactive
subsidiaries.
7.8. Financial Statements. Xxxxxx.xxx's financial statements dated as of
September 30, 1999, copies of which will have been delivered by Xxxxxx.xxx to
Ivory prior to the Closing Date (the "Xxxxxx.xxx Financial Statements"), fairly
present the financial condition of Xxxxxx.xxx as of the date therein and the
results of its operations for the periods then ended in conformity with
generally accepted accounting principles consistently applied.
7.9. Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the Xxxxxx.xxx Financial Statements, Xxxxxx.xxx did not have
at that date any liabilities or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate balance sheet
prepared in accordance with generally accepted accounting principles.
7.10. No Material Changes. Except as set out by attached schedule, there has
been no material adverse change in the business, properties, or financial
condition of Xxxxxx.xxx since the date of the Xxxxxx.xxx Financial Statements.
7.11. Litigation. Except as set out by attached schedule, there is not, to the
knowledge of Xxxxxx.xxx, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Xxxxxx.xxx or against any of its officers.
7.12. Contracts. Except as set out by attached schedule, Xxxxxx.xxx is not a
party to any material contract not in the ordinary course of business that is to
be performed in whole or in part at or after the date of this agreement.
7.13. Title. Except as set out by attached schedule, Xxxxxx.xxx has good and
marketable title to all the real property and good and valid title to all other
property included in the Xxxxxx.xxx Financial Statements. Except as set out in
the balance sheet thereof, the properties of Xxxxxx.xxx are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
xxXxxxxx.xxx.
7.14. Tax Returns. Except as set out by attached schedule, all required tax
returns for federal, state, county, municipal, local, foreign and other taxes
and assessments have been properly prepared and filed by Xxxxxx.xxx for all
years for which such returns are due unless an extension for filing any such
return has been filed. Any and all federal, state, county, municipal, local,
foreign and other taxes and assessments, including any and all interest,
penalties and additions imposed with respect to such amounts have been paid or
provided for. The provisions for federal and state taxes reflected in the
Xxxxxx.xxx Financial Statements are adequate to cover any such taxes that may be
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 6
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assessed against Xxxxxx.xxx in respect of its business and its operations during
the periods covered by the Xxxxxx.xxx Financial Statements and all prior
periods.
7.15. No Violation. The Closing 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, judgment, decree, law, or regulation to which any
property of Xxxxxx.xxx is subject or by which Xxxxxx.xxx is bound.
8. Conduct Pending the Closing
Ivory, Xxxxxx.xxx and the Shareholders covenant that between the date of
this Agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or other
corporate documents of Ivory.
8.2. Ivory will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter
into any material commitment except in the ordinary course of business.
8.3. No change will be made in the charter documents, by-laws, or other
corporate documents of Xxxxxx.xxx.
8.4. Xxxxxx.xxx will use its best efforts to maintain and preserve its business
organization, employee relationships, and goodwill intact, and will not enter
into any material commitment except in the ordinary course of business.
8.5. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the Ivory shares of common stock owned by them.
9. Conditions Precedent to Obligation of the Shareholders
The Shareholder's obligation to consummate this exchange shall be subject
to fulfillment on or before the Closing of each of the following conditions,
unless waived in writing by the Shareholders as appropriate:
9.1. Xxxxxx.xxx's Representations and Warranties. The representations and
warranties of Xxxxxx.xxx set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as afected by transactions
contemplated hereby.
9.2. Cos xxx.xxx's Covenants. Xxxxxx.xxx shall have performed all covenants
required by this Agreement to be performed by it on or before the Closing.
9.3. Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Xxxxxx.xxx.
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 7
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9.4. Supporting Documents of Xxxxxx.xxx. Xxxxxx.xxx shall have delivered to
the Shareholders supporting documents in form and substance reasonably
satisfactory to the Shareholders, to the effect that:
(a) Agood standing certificate from the jurisdiction xxXxxxxx.xxx's
organization stating that Xxxxxx.xxx is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Xxxxxx.xxx's authorized capital
stock is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Xxxxxx.xxx authorizing the execution of this Agreement and the consummation
hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of Xxxxxx.xxx;
(e) Xxxxxx.xxx's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
10. Conditions Precedent to Obligation of Xxxxxx.xxx
Xxxxxx.xxx's obligation to consummate this exchange shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by Xxxxxx.xxx:
10.1. Shareholders' Representations and Warranties. The representations and
warranties of the Shareholders set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.
10.2. Shareholders' Covenants. The Shareholders shall have performed all
covenants required by this Agreement to be performed by them on or before the
Closing.
10.3. Ivory's Representations and Warranties. The representations and
warranties of Ivory set forth herein shall be true and correct at the Closing as
though made at and as of that date, except as affected by transactions
contemplated hereby.
10.4. Ivory's Covenants. Ivory shall have performed all covenants required by
this Agreement to be performed by them on or before the Closing.
10.5. Board of Director Approval. This Agreement shall have been approved by
the Board of Directors of Ivory.
10.6. Supporting Documents of Ivory. Ivory shall have delivered to the
Shareholders supporting documents in form and substance reasonably satisfactory
to the Shareholders, to the effect that:
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 8
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(a) A good standing certificate from the jurisdiction of Ivory's
organization stating that Ivory is a corporation duly organized, validly
existing, and in good standing;
(b) Secretary's certificate stating that Ivory's authorized capital stock
is as set forth herein;
(c) Certified copies of the resolutions of the board of directors of
Ivory authorizing the execution of this Agreement and the consummation hereof;
(d) Secretary's certificate of incumbency of the officers and directors
of Ivory;
(e) Ivory's Financial Statements; and
(f) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.
11. Shareholder Representative. The Shareholders hereby irrevocably designate
and appoint Xxxxxxx & Associates, 0000 X Xxxxxx, X.X. Xxxxxxxxxx, Xxxxxxxx xx
Xxxxxxxx 00000, as their agent and attorney in fact (the "Shareholders'
Representative") with full power and authority until the Closing to execute,
deliver, and receive on their behalf all notices, requests, and other
communications hereunder; to fix and alter on their behalf the date, time, and
place of the Closing; to waive, amend, or modify any provisions of this
Agreement, and to take such other action on their behalf in connection with this
Agreement, the Closing, and the transactions contemplated hereby as such agent
or agents deem appropriate; provided, however, that no such waiver, amendment,
or modification may be made if it would decrease the number of shares to be
issued to the Shareholders hereunder or increase the extent of their obligation
to indemnify Reorganization hereunder.
12. Termination. This Agreement may be terminated (1) by mutual consent in
writing; (2) by any of the Shareholders, Xxxxxx.xxx or Ivory if there has been a
material misrepresentation or material breach of any warranty or covenant by any
other party; or (3) by any of the Xxxxxx-plders, Xxxxxx.xxx or Ivory if the
Closing shall not have taken place within 15 days following execution of this
Agreement, unless adjourned to a later date by mutual consent in writing.
13. Survival of Representations and Warranties. The representations and
warranties of the Shareholders, Xxxxxx.xxx and Ivory set out herein shall
survive the Closing.
14. Arbitration
14.1. Scope. The parties hereby agree that any and all claims (except only for
requests for injunctive or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any affiliates may be adverse
parties, and whether arising out of this agreement or from any other cause, will
be resolved by arbitration before the American Arbitration Association within
the District of Columbia.
14.2. Consent to Jurisdiction, Situs and Judgement. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration Association
AGREEMFNT AND PLAN OF REORGANIZATION PAGE NUMBER 9
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and the situs of the arbitration (and any requests for injunctive or other
equitable relief) within the District of Columbia. Any award in arbitration may
be entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards.
14.3. Applicable Law. The law applicable to the arbitration and this agreement
shall be that of the State of Delaware, determined without regard to its
provisions which would otherwise apply to a question of conflict of laws.
14.4. Disclosure and Discovery. The arbitrator may, in its discretion, allow the
parties to make reasonable disclosure and discovery in regard to any matters
which are the subject of the arbitration and to compel compliance with such
disclosure and discovery order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery provisions of the Federal Rules
of Civil Procedure, as they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and minimize the expense of
the arbitration.
14.5. Rules of Law. Regardless of any practices of arbitration to the contrary,
the arbitrator will apply the rules of contract and other law of the
jurisdiction whose law applies to the arbitration so that the decision of the
arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.
14.6. Finality and Fees. Any award or decision by the American Arbitration
Association shall be final, binding and non-appealable except as to errors of
law or the failure of the arbitrator to adhere to the arbitration provisions
contained in this agreement. Each party to the arbitration shall pay its own
costs and counsel fees except as specifically provided otherwise in this
agreement.
14.7. Measure of Damages. In any adverse action, the parties shall restrict
themselves to claims for compensatory damages and\or securities issued or to be
issued and no claims shall be made by any party or affiliate for lost profits,
punitive or multiple damages.
14.8. Covenant Not to Xxx. The parties covenant that under no conditions will
any party or any affliate file any action against the other (except only
requests for injunctive or other equitable relief) in any forum other than
before the American Arbitration Association, and the parties agree that any such
action, if filed, shall be dismissed upon application and shall be referred for
arbitration hereunder with costs and attorney's fees to the prevailing party.
14.9. Intention. It is the intention of the parties and their affliates that all
disputes of any nature between them, whenever arising, whether in regard to this
agreement or any other matter, from whatever cause, based on whatever law, rule
or regulation, whether statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no party or affliate be
required to litigate in any other forum any disputes or other matters except for
requests for injunctive or equitable relief. This agreement shall be interpreted
in conformance with this stated intent of the parties and their affliates.
14.10. Survival. The provisions for arbitration contained herein shall survive
the termination of this agreement for any reason.
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 10
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15. General Provisions.
15.1. Further Assurances. From time to time, each party will execute such
additional instruments and take such actions as may be reasonably required to
carry out the intent and purposes of this agreement.
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. Each party 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 the indemnifying party.
15.4. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class certified mail, return receipt requested, or recognized
commercial courier service, as follows:
If to Ivory, to:
Ivory Acquisition Corporation
0000 X Xxxxxx, X. X.
Xxxxxxxxxx, X.X. 00000
If to Xxxxxx.xxx, to:
Xxxxxx.xxx, Inc.
00 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
If to the Shareholders, to:
Xxxxxxx & Associates
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
15.5. Governing Law. This agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.
15.6. Assignment. This agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns; provided, however,
that any assignment by either party of its rights under this agreement without
the written consent of the other party shall be void.
15.7. 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 constitute one and the same instrument. Signatures sent by
facsimile transmission xxxxx.xx deemed to be evidence of the original execution
thereof.
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 11
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15.8. Exchange Agent and Closing Date. The Exchange Agent shall be the law firm
of Xxxxxxx & Associates, Washington, D.C. The Closing shall take place upon the
fulfillment by each party of all the conditions of Closing required herein, but
not later than 15 days following execution of this agreement unless extended by
mutual consent of the parties.
15.9. Review of Agreement. Each party acknowledges that it has had time to
review this agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption shall be made against
any party on the basis that it has prepared, or participated in the preparation
of, this agreement.
15.10. Schedules. All schedules attached hereto, ifany, shall be acknowledged by
each party by signature or initials thereon and shall be dated.
15.11. Effective Date. This effective date of this agreement shall be January 5,
2000.
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 12
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Signature Page to Agreement and Plan of Reorganization
among Ivory, Cosrnoz.corn and the Shareholders of Ivory
IN WITNESS WHEREOF, the parties have executed this agreement.
IVORY ACQUISITION CORPORATION
By/s/Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx
XXXXXX.XXX, C.
By/s/Xxxxxxx Xxxx
-----------------
Xxxxxxx Xxxx, Chairman and CEO
THE SHAREHOLDERS OF IVORY
ACQUISITION CORPORATION:
TPG CAPITAL CORPORATION:
By/s/Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx, President
AGREEMENT AND PLAN OF REORGANIZATION PAGE NUMBER 13
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Exhibit A
Number of Number of
Ivwy Xxxxxx.xxx Name of
Share To Be Shares To Be Shareholder
Exchanged Received
----------- ------------ ----------
5,000,000 250,000 TPG Capital Corporation
Address
-------
0000 X Xx. XX, Xxxxxxxxxx XX 00000
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
IVORY ACQUISITION CORPORATION
INTO
XXXXXX.XXX, INC.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)
XXXXXX.XXX, INC., a Delaware corporation (the "Corporation"), does hereby
certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of Ivory Acquisition Corporation, a Delaware
corporation.
THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted on the 16th of February 2000, determined to merge into
itself Ivory Acquisition Corporation on the conditions set forth in such
resolutions:
RESOLVED, that Xxxxxx.xxx, Inc. (this "Corporation") merge into
itself its subsidiary, Ivory Acquisition Corporation, and assume all of
said subsidiary's liabilities and obligations;
FURTHER RESOLVED, That the President and the Secretary of this
Corporation be and they hereby are directed to make, execute and
acknowledge a certificate of ownership and merger setting forth a copy of
the resolution to merge said Ivory Acquisition Corporation into this
Corporation and to assume said subsidiary's liabilities and obligations
and the date of adoption thereof and to file the same in the office of
the Secretary of State of Delaware.
IN WITNESS WHEREOF, Xxxxxx.xxx, Inc. Has caused this certificate to be
signed by Xxxxxxx Xxxx, its authorized officer, on the 16th day of February,
2000.
XXXXXX.XXX, INC., a Delaware corporation
By:/s/Xxxxxxx Xxxx
------------------
Xxxxxxx Xxxx
Its: President and Chief Executive Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 07:30 PM 10/16/1996
850201147 - 267 4098
State of Delaware
Certificate of Incorporation
MIS International, Inc.
FIRST: The name of this Delaware corporation is:
MIS International, Inc.
SECOND: The name and address of the Corporation's Registered Agent is:
Corporate Creations Enterprises, Inc.
000 Xxxxx Xxxxxx Xxxxxxxxx #000
Xxxxxxx XX 00000
Xxxx Xxxxxx
THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which corporation may be organized under Delaware law.
FOURTH: The corporation shall have the authority to issue 50,000,000 shares of
common stock, per value $0.01 per share.
FIFTH: The directors shall be protected from personal liability to the fullest
extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
000 Xxxxx Xxxxx, Xxxxx 000, Door Code #125
Xxxxx Xxxxx XX 00000-0000
The undersigned incorporator through its authorized representative executed this
Certificate of Incorporation on October 15, 1996
Corporate Creations International Inc.
By:/s/ Xxxxx X. Xxxxx, Vice President
MINUTES OF SPECIAL MEETING
OF
BOARD OF DIRECTORS
MIS INTERNATIONAL, INC.
On December 7, 1998 at 2:00 PM Pacific time, a meeting of the Board of
Directors of MIS INTERNATIONAL, INC., (the "Company"), a Delaware corporation,
was convened at 000 Xxxxxxxx Xx., Xxxxx 000, Xxx Xxxxx, XX 00000. Participating
in the meeting was Xxxxxxx Xxxx the Chairman and sole director of the Company
Directors.
The order of business was to adopt a proposal to amend the Certificate of
Incorporation to change the Company name and to increase the number of
authorized share, and to review a draft of the proxy statement to be distributed
to the shareholders for approval of such amendments.
RESOLVED, that the company name be changed to XXXXXX.XXX, Inc.;
RESOLVED, that the proposed increase in the authorized number of shares of
common stock of the Company, as set forth in the draft proxy statement provided
to the director at this meeting, is hereby authorized and approved.
There being no further business to come before this meeting, upon motion
duly made, seconded and unanimously carried, the meeting was adjourned.
The undersigned certifies that the foregoing are true and accurate Minutes
of the Special Meeting of the Board of directors of the corporation, duly held
at the time and in the manner first written above.
Attest: /s/Xxxxxxx Xxxx
----------------- ---------------
Name Xxxxxxx Xxxx
CEO/Chairman
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATION OF INCORPORATION
MIS International, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of directors of MIS INTERNATIONAL, INC.,
resolutions were duly adopted setting forth proposed amendments of the
Certificate of Incorporation of said corporation, declaring said amendments to
be advisable and calling a meeting of said corporation for consideration
thereof. The resolutIons setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Articles thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:
The name of the corporation (hereinafter called the "corporation") is
XXXXXX.XXX, Inc.:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FOURTH" so that, as amended, said
Article shall be and read as follows:
The total number of shares, per value $.001 per share. The total numbers of
shares of preferred stock which the corporation shall have authority to issue is
50,000.000 shares, per value $.001 per share.
the Board of Directors is allowed to assign the rights and preferences of
the preferred share holders.
SECOND: that thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of sharer as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said MIS International, Inc., has caused this certificate to
be signed by, Xxxxxxx Xxxx, an Authorized Officer, this 7th day of December,
1998.
BY:/s/ Xxxxxxx Xxxx
-------------------
Name: Xxxxxxx Xxxx
TITLE OF OFFICER; Chief Executive Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/17/1998
981493247 - 2674098
