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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated July __, 1999 by and between AD-STAR
SERVICES, INCORPORATED.("Ad-Star Services"), a New York corporation and
XXXXXX.XXX, INC., a Delaware corporation ("XxXxxx.xxx").
W I T N E S S E T H:
WHEREAS, Ad-Star Services has an authorized Capital Stock consisting of
200 shares of Common Stock with no par value of which 105.26 shares have been
duly issued and are now outstanding; and
WHEREAS, XxXxxx.xxx has an authorized Capital Stock of 15,000,000 shares,
consisting of 10,000,000 shares of Common Stock, par value $.0001 per share and
5,000,000 shares of Preferred Stock, par value $.0001 per share, of which 10
shares have been duly issued and are now outstanding; and
WHEREAS, the Board of Directors and Stockholders of Ad-Star Services and
the Board of Directors and Stockholders of XxXxxx.xxx deem it advisable and
generally to the advantage and welfare of the two corporate parties that Ad-Star
Services merge with and into XxXxxx.xxx under and pursuant to the provisions of
the Business Corporation Law of the State of New York and the General
Corporation Law of the State of Delaware.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Ad-Star Services and XxXxxx.xxx
hereby agree as follows:
1. THE MERGER. Effective immediately upon compliance with the laws of
Delaware and New York (the "Effective Date"): (a) Ad-Star Services shall be
merged with and into XxXxxx.xxx, (b) the separate existence of Ad-Star Services
shall cease, and (c) XxXxxx.xxx shall continue as the surviving corporation (in
such capacity XxXxxx.xxx is hereinafter sometimes referred to as the "Surviving
Corporation") to be governed by the laws of the State of Delaware.
2. PURPOSES OF SURVIVING CORPORATION. The purposes of the Surviving
Corporation shall be the purposes set forth in the Certificate of Incorporation
of XxXxxx.xxx in effect immediately prior to the Effective Date.
3. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of
XxXxxx.xxx, in effect on the Effective Date, shall be the Certificate of
Incorporation of the Surviving Corporation.
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4. BYLAWS. The Bylaws of XxXxxx.xxx in effect on the Effective Date shall
be the Bylaws of the Surviving Corporation.
5. DIRECTORS AND OFFICERS.
The directors and officers in office of the Surviving Corporation upon the
Effective Date shall retain such positions in the Surviving Corporation.
6. EFFECT OF THE MERGER. At and after the Effective Date, XxXxxx.xxx shall
succeed to and possess, without further act or deed, all of the estate, rights,
privileges, powers, and franchises, both public and private, and all of the
property, real, personal, and mixed, of each of the parties hereto; all debts
due to Ad-Star Services on whatever account shall be vested in XxXxxx.xxx; all
claims, demands, property, rights, privileges, powers and franchises and every
other interest of either of the parties hereto shall be as effectively the
property of XxXxxx.xxx as they were of the respective parties hereto; the title
to any real estate vested by deed or otherwise in Ad-Star Services shall not
revert or be in any way impaired by reason of the merger, but shall be vested in
XxXxxx.xxx; all rights of creditors and all liens upon any property of either of
the parties hereto shall be preserved unimpaired, limited in lien to the
property affected by such lien at the Effective Date; all debts, liabilities,
and duties of the respective parties hereto shall thenceforth attach to
XxXxxx.xxx and may be enforced against it to the same extent as if such debts,
liabilities, and duties had been incurred or contracted by it; all options,
warrants and any other rights to purchase shares or other securities of the
respective parties shall thenceforth attach to XxXxxx.xxx and may be enforced
against it to the same extent as if such options, warrants and any other rights
to purchase shares or other securities had been issued or contracted by it; and
XxXxxx.xxx 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.
7. CONVERSION OF SHARES. On the Effective Date each of the issued shares
of Common Stock of Ad-Star Services and all rights and obligations in respect
thereof shall be converted into that number of fully paid and nonassessable
shares of Common Stock of XxXxxx.xxx that bears the same relationship to
3,000,000 that each share of Ad-Star Services bears to the total number of
outstanding shares of Ad-Star Services on the Effective Date; In addition, each
share of Common Stock of XxXxxx.xxx then owned by Ad-Star Services (and each
certificate representing such shares) shall be cancelled. Each certificate
representing shares of stock of Ad-Star Services shall for all purposes be
deemed to evidence the ownership of the converted shares of XxXxxx.xxx. The
holders of such certificates shall not be required immediately to surrender the
same in exchange for certificates of common stock of XxXxxx.xxx; but, as
certificates nominally representing shares of common stock of Ad-Star
Services are surrendered for transfer, XxXxxx.xxx shall cause to be issued
certificates representing the converted shares of XxXxxx.xxx. Following the
surrender of shares of Common Stock of Ad-Star
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Services for transfer, XxXxxx.xxx will cause to be issued certificates
representing shares of its Common Stock.
8. TERMINATION. This Agreement and Plan of Merger may be terminated and
abandoned by action of the Board of Directors of the constituent corporations at
any time prior to the Effective Date, notwithstanding stockholder authorization.
IN WITNESS WHEREOF, the undersigned have been duly authorized to execute
this instrument as a sealed instrument as of the date first above written.
AD-STAR SERVICES, INCORPORATED XXXXXX.XXX, INC.
by: _________________________ by:__________________________
Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx
Chief Executive Officer Chief Executive Officer
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