Plan of Merger
of
North American Marketing Corporation
(A Delaware Corporation)
and
Elite Xxxx, Inc.
(A Nevada Corporation)
THIS PLAN OF MERGER (the "Plan") dated as of March 25, 2004 is entered
into by and between North American Marketing Corporation, a Delaware
corporation ("NAMC"), and Elite Xxxx, Inc., a Nevada corporation ("ELITE"),
such corporations being hereinafter collectively referred to as the
"Constituent Corporations."
Premises
WHEREAS, ELITE is a corporation duly organized and existing under the
laws of the state of Nevada, having an authorized capital of 50,000,000 shares
of common stock, par value $0.001 per share (the "Common Stock of ELITE"), of
which 1,000 shares are issued and outstanding as of the date hereof; and
20,000,000 shares of preferred stock, par value $0.001 per share (the
"Preferred Stock of ELITE"), of which no shares are issued and outstanding as
of the date hereof; and
WHEREAS, NAMC is a corporation duly organized and existing under the laws
of the state of Delaware, having an authorized capital of 50,000 shares of
common stock, par value $0.001 per share (the "Common Stock of NAMC"), of
which 3,024,000 shares are issued and outstanding as of the date hereof; and
20,000,000 shares of preferred stock, par value $0.001 per share (the
"Preferred Stock of NAMC"), of which no shares are issued and outstanding as
of the date hereof; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for the
merger of NAMC with and into ELITE with ELITE as the surviving corporation as
authorized by the statutes of the states of Delaware and Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the
terms and conditions of said merger and the manner and basis of causing the
shares of NAMC to be converted into shares of stock of ELITE and such other
provisions as are deemed necessary or desirable, the parties hereto have
agreed and do hereby agree, subject to the approval and adoption of this Plan
by the requisite vote of the stockholders of each Constituent Corporation, and
subject to the conditions hereinafter set forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, NAMC and ELITE shall cease to exist
separately and NAMC shall be merged with and into ELITE, which is hereby
designated as the "Surviving Corporation," the name of which on and after the
Effective Date (as hereinafter defined) of the merger shall be "Elite Xxxx,
Inc." or such other name as may be available and to which the parties may
agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) NAMC shall be merged into ELITE to form a single corporation,
and ELITE shall be designated herein as the Surviving Corporation.
(2) The separate existence of NAMC shall cease.
(3) The Surviving Corporation shall have all the rights, privileges,
immunities, and powers and shall be subject to all duties and liabilities of a
corporation organized under the laws of the state of Nevada.
(4) The Surviving Corporation shall thereupon and thereafter possess
all the rights, privileges, immunities, and franchises, of a public as well as
a private nature, of each of the Constituent Corporations; all property, real,
personal, and mixed, and all debts due of whatever account, including
subscriptions to shares, and all and every other interest, of or belonging to
or due to each of the Constituent Corporation shall be taken and deemed to be
transferred to and vested in the Surviving Corporation without further act or
deed; the title to any real estate, or any interest therein, vested in either
Constituent Corporation shall not revert or be in any way impaired by reason
of the merger; the Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Corporations; any claim existing or action or proceeding pending by or against
either of such Constituent Corporations may be prosecuted as if the merger had
not taken place, or the Surviving Corporation may be substituted in place of
the Constituent Corporation; and neither the rights of creditors nor any liens
on the property of either of the Constituent Corporations shall be impaired by
the merger.
(b) On the Effective Date of the merger, the board of directors of the
Surviving Corporation shall consist of the members of the board of directors
of ELITE immediately prior to the merger, to serve thereafter in accordance
with the bylaws of the Surviving Corporation and until their respective
successors shall have been duly elected and qualified in accordance with such
bylaws and the laws of the state of Nevada.
(c) On the Effective Date of the merger, the officers of the Surviving
Corporation shall be the officers of ELITE immediately prior to the merger,
with such officers to serve thereafter in accordance with the bylaws of the
Surviving Corporation and until their respective successors shall have been
duly elected and qualified in accordance with such bylaws and the laws of the
state of Nevada.
If on the Effective Date of the merger, a vacancy shall exist in the
board of directors or in any of the offices of the Surviving Corporation, such
vacancy may be filled in the manner provided for in the bylaws of the
Surviving Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the merger into effect are as follows.
(a) Each share of Common Stock of NAMC outstanding on the Effective Date
of the merger shall, without any action on the part of the holder thereof, be
converted into one fully paid and nonassessable share of Common Stock of ELITE
which shall, on such conversion, be validly issued and outstanding, fully
paid, and nonassessable, and shall not be liable to any further call, nor
shall the holder thereof be liable for any further payments with respect
thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of Common Stock
of NAMC shall be entitled, on surrender thereof along with payment of $20 to
NAMC's transfer agent Action Stock Transfer Corp., 0000 X. Xxxxxxxx Xx., Xxxxx
000, Xxxx Xxxx Xxxx, XX 00000, to receive in exchange therefore a certificate
or certificates representing the number of whole shares of Common Stock of
ELITE, which such shares shall have converted into. Until so surrendered,
each such outstanding certificate (which prior to the Effective Date of the
merger represented shares of Common Stock of NAMC) shall for all purposes
evidence the ownership of the shares of ELITE into which such shares shall
have been converted.
(b) All shares of the Common Stock of ELITE into which shares of the
Common Stock of NAMC shall have been converted pursuant to Article III shall
be issued in full satisfaction of all rights pertaining to the shares of
Common Stock of NAMC, as applicable.
(c) If any certificate for shares of ELITE is to be issued in a name
other than that in which the certificate surrendered in exchange therefore is
registered, it shall be a condition of the issuance thereof that the
certificate so surrendered shall be properly endorsed and otherwise in proper
form for transfer, that the transfer be in compliance with applicable federal
and state securities laws, and that the person requesting such exchange pay to
ELITE or any agent designated by it any transfer or other taxes required by
reason of the issuance of a certificate for shares of ELITE in any name other
than that of the registered holder of the certificate surrendered, or
establish to the satisfaction of ELITE or any agent designated by it that such
tax has been paid or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of ELITE shall, on the merger becoming
effective, be and constitute the articles of incorporation of the Surviving
Corporation until amended in the manner provided by law. The bylaws of ELITE
shall, on the merger becoming effective, be and constitute the bylaws of the
Surviving Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the
Constituent Corporations as provided by the laws of the States of Delaware and
Nevada. After the approval or adoption thereof by the stockholders of each
Constituent Corporation in accordance with the requirements of the applicable
laws, all required documents shall be executed, filed, and recorded, and all
required acts shall be done in order to accomplish the merger under the
provisions of the laws of the states of Delaware and Nevada.
Article VI
Officers and Directors
The officers and directors of ELITE shall remain the officers and
directors of ELITE, after the Merger, and such officers and directors shall
serve until the next annual meeting of shareholders and until such time as
their successors are duly elected and shall qualify.
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following actions
shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on
behalf of each Constituent Corporation in accordance with the laws of the
states of Delaware and Nevada;
(b) This Plan, or certificate of merger in the form required,
executed and verified in accordance with the laws of the states of Delaware
and Nevada, shall be filed in the Offices of the Secretary of State of
Delaware and Nevada; and
(c) The date on which such actions are completed and such merger is
effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised
that any further grants, assignments, confirmations, or assurances are
necessary or desirable to vest, perfect, or confirm title in the Surviving
Corporation, of record or otherwise, to any property of NAMC acquired or to be
acquired by, or as a result of, the merger, the officers and directors of
NAMC or any of them shall be severally and fully authorized to execute and
deliver any and all such
deeds, assignments, confirmations, and assurances and to do all things
necessary or proper so as to best prove, confirm, and ratify title to such
property in the Surviving corporation and otherwise carry out the purposes of
the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of
Delaware in any proceeding for the enforcement of any obligation of NAMC as
well as for enforcement of any obligation of the Surviving Corporation arising
from the merger and in any proceeding for the enforcement of the rights of a
dissenting shareholder of NAMC against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting
shareholders of NAMC the amount, if any, to which they shall be entitled under
the provisions of the Delaware Revised Business Corporation Act with respect
to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware shall be irrevocable
appointed as the agent of the Surviving Corporation to accept service of
process in any such proceeding;
6. The Surviving Corporation's address for any service of process
received by the Secretary of State is Corporate Advisory Service, Inc., 000
Xxxxxxx Xx., Xxxxx 0, Xxxxxx Xxxx, XX 00000.
7. This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
8. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed,
each such counterpart shall be deemed to be an original instrument, and all
such counterparts together shall be considered one instrument.
9. This Plan shall be governed by and construed in accordance with the
laws of the state of Nevada.
The foregoing Plan of Merger, having been approved by the board of
directors of each Constituent Corporation, the president and secretary of
NAMC, and the president and secretary of ELITE, do hereby execute this Plan of
Merger this 25th day of March, 2004, declaring and certifying that this is
our act and deed and the facts herein stated are true.
North American Marketing Corporation Elite Xxxx, Inc.
a Delaware corporation a Nevada corporation
/s/ Xxxxx Xxxxxxxxx, Pres. /s/ Xxxxx Xxxxxxxxx, Pres.
_______________________________ _______________________________
By: Xxxxx Xxxxxxxxx, President By: Xxxxx Xxxxxxxxx, President
/s/ Xxxxxxx Xxxxxxxxx, Sec. /s/ Xxxxxxx Xxxxxxxxx, Sec.
________________________________ ________________________________
By: Xxxxxxx Xxxxxxxxx, Secretary By: Xxxxxxx Xxxxxxxxx, Secretary
