AGREEMENT OF MERGER
OF
XXXXXXXXXXXXXX.XXX, INC.
AND
WORLDBID (ACQUISITION) CORPORATION
This Agreement of Merger, dated as of the 14th day of February, 2001 (this
"Agreement"), between XxxxxxxXxxxxxx.xxx, Inc., a California corporation (the
"Company"), and Worldbid (Acquisition) Corporation, a Nevada corporation
("Sub").
RECITALS
A. The Company and Sub have entered into an Agreement and Plan of Merger
(the "Merger Agreement") dated February 2, 2001, as amended February __, 2001,
by and among Sub, the Company and Worldbid Corporation, a Nevada corporation and
the sole shareholder of Sub ("Parent").
B. The Merger Agreement provides for certain representations, warranties,
covenants and agreements in connection with the transactions contemplated
hereby. This Agreement and the Merger Agreement are intended to be construed
together to effectuate their purpose.
C. The Boards of Directors of the Company and Sub deem it advisable and in
the best interests of such parties and in the best interests of the shareholders
of such parties, that Sub be merged with and into the Company (the "Merger").
D. The Boards of Directors of the Company and Sub and the sole shareholder
of Sub have each approved the Merger.
AGREEMENTS
The parties hereto hereby agree as follows:
1. Sub shall be merged with and into the Company and the Company shall be
the surviving corporation. The Company is sometimes referred to herein as the
"Surviving Corporation."
2. The Merger shall become effective at such time (the "Effective Time") as
this Agreement and the officers' certificate of the Company is filed with the
Secretary of State of the State of California pursuant to Section 1103 of the
Corporations Code of the State of California.
3. At the Effective Time of the Merger (i) each share of common stock, no
par value, of the Company ("Company Common Stock") issued and outstanding
immediately prior to the Effective Time (other than shares, if any, held by
persons who have demanded and perfected dissenters' rights for such shares in
accordance with the Corporations Code of the State of California and who, as of
the Effective Time, have not effectively withdrawn or lost such dissenters'
rights, referred to hereinafter as "Dissenting Shares") shall be converted and
exchanged, without any action on the part of the holders thereof, into 0.045609
(the "Exchange Ratio") shares of common stock, $0.001 par value per share, of
Parent ("Parent Common Stock"), (ii) each share of Company Common Stock owned by
Parent, Sub or the Company
immediately prior to the Effective Time shall be automatically canceled and
extinguished without any conversion thereof and without any further action on
the part of Parent, Sub or the Company, (iiii) each share of common stock of
Sub, par value $0.0001 per share ("Sub Common Stock"), issued and outstanding
immediately prior to the Effective Time shall be converted into and exchanged
for one validly issued, fully paid and nonassessable share of common stock, par
value $0.01 per share, of the Surviving Corporation ("Surviving Corporation
Common Stock") and each stock certificate of Sub evidencing ownership of Sub
Common Stock shall evidence ownership of such shares of Surviving Corporation
Common Stock and (iv) no fraction of a share of Parent Common Stock will be
issued by virtue of the Merger, but in lieu thereof each holder thereof who
would otherwise be entitled to a fraction of a share of Parent Common Stock
(after aggregating all fractional shares of Parent Common Stock to be received
by such holder) shall receive from Parent an amount of cash (rounded to the
nearest whole cent) equal to the product of (i) such fraction, multiplied by
(ii) the Closing Price at the Effective Time. As used in this Agreement,
"Closing Price" means the average high and low price of the Parent Common Stock
on the NASD over-the-counter bulletin board as quoted by Bloomberg.
4. Any Dissenting Shares shall not be converted into Parent Common Stock
but shall be converted into the right to receive such consideration as may be
determined to be due with respect to such Dissenting Shares pursuant to the law
of the State of California. If after the Effective Time any Dissenting Shares
shall lose their status as Dissenting Shares, then as of the occurrence of the
event which causes the loss of such status, such shares shall be converted into
Parent Common Stock in accordance with Section 3.
5. The conversion of the Company Common Stock into Parent Common Stock as
provided by this Agreement shall occur automatically at the Effective Time of
the Merger without action by the holders thereof. Each holder of Company Common
Stock shall thereupon be entitled to receive shares of Parent Common Stock in
accordance with the Merger Agreement.
6. At the Effective Time of the Merger, the separate existence of Sub shall
cease, and the Company shall succeed, without other transfer, to all of the
rights and properties of Sub and shall be subject to all the debts and
liabilities thereof in the same manner as if the Company had itself incurred
them. All rights of creditors and all liens upon the property of each
corporation shall be preserved unimpaired, provided that such liens upon
property of Sub shall be limited to the property affected thereby immediately
prior to the Effective Time of the Merger.
7. This Agreement is intended as a plan of reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
8. (a) At the Effective Time, the articles of incorporation of the
Company, as in effect immediately prior to the Effective Time, shall be the
articles of incorporation of the Surviving Corporation until thereafter amended
as provided by law and such articles of incorporation and by-laws of the
Surviving Corporation.
(b) The by-laws of the Company, as in effect immediately prior to the
Effective Time, shall be the by-laws of the Surviving Corporation until
thereafter amended as provided by such by-laws, the articles of incorporation
and applicable law.
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(c) The directors of Sub immediately prior to the Effective Time shall
be the directors of the Surviving Corporation, each to hold office in accordance
with the articles of incorporation and by-laws of the Surviving Corporation. The
officers of Sub immediately prior to the Effective Time shall be the officers of
the Surviving Corporation, each to hold office in accordance with the by-laws of
the Surviving Corporation.
9. Miscellaneous.
(a) Notwithstanding the approval of this Merger Agreement by the
shareholders of the Company and the sole shareholder of Sub, this Agreement
shall terminate forthwith in the event that the Merger Agreement shall be
terminated as therein provided.
(b) In the event of the termination of this Agreement as provided
above, this Agreement shall forthwith become void and there shall be no
liability on the part of the Company, Sub or Parent or their respective officers
or directors, except as otherwise provided in the Merger Agreement.
(c) This Agreement may be signed in any number of counterparts, each
of which shall be deemed an original and all of which shall constitute one
agreement.
(d) This Agreement may be amended by the parties hereto any time
before or after approval hereof by the shareholders of the Company and the sole
shareholder of Sub, but, after such approval, no amendments shall be made which
by law require the further approval of such shareholders without obtaining such
approval. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement of Merger as
of the date first written above.
XXXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxx Xxxxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxxxx
Title: President
By: /s/ Xxx Xxxxxxxxxx
------------------------------------
Name: Xxx Xxxxxxxxxx
Title: Secretary
WORLDBID (ACQUISITION) CORPORATION
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: President
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Secretary
[SIGNATURE PAGE TO AGREEMENT OF MERGER]
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