1
Exhibit 3.10
ARTICLES OF MERGER
OF
CIRCLE CREEK AQUACULTURE V, L.P.
AND
AQUAPRO CORPORATION
THESE ARTICLES OF MERGER are executed this 30th day of June 1997, among
Circle Creek Aquaculture V, L.P., a Tennessee Limited Partnership, (hereinafter
"CCA") and AquaPro Corporation, a Tennessee corporation (hereinafter "AquaPro").
1. CCA is a Tennessee Limited Partnership organized on January 23, 1992
and its authorized and outstanding partner interests are as follows:
AMOUNT AMOUNT
AUTHORIZED OUTSTANDING
---------- -----------
Limited Partnership interests (the "L.P. 33,705 33,705
Units"), each L.P. Unit requiring an
original capital contribution of $100.
General Partner Interest 1.0 1.0
2. AquaPro is a Tennessee corporation organized on January 11, 1981 and
its authorized and outstanding shares are as follows:
AUTHORIZED OUTSTANDING
---------- -----------
Common Stock (no par value): 100,000,000 1,332,551
Preferred Stock: 2,000,000 235,507
3. CCA shall be merged into AquaPro.
a. Upon such merger, each outstanding Unit of CCA Limited Partner
Interest, other than Limited Partners who elect or otherwise are entitled to
receive a 7.15% Note as described below, shall be converted into units of
AquaPro's securities as described below (the "AquaPro Units") on the basis of
10.295 Units for each L.P. Unit. Those Limited Partners electing or otherwise
entitled to receive a 7.15% Note shall receive a 7.15% in the principal amount
of $46.94 for each L.P. Unit.
b. Each AquaPro Unit is to consist of the following securities of
AquaPro:
2
(i.) One share of common stock (no par value) of AquaPro (the "Common
Stock"); and
(ii.) One right to purchase one share of Series A Preferred Stock of
AquaPro for a price of $9.50, expiring 90 days following the date
of its issuance; and
(iii.) One Warrant for the purchase of one share of Common Stock at a
price of $7.50, expiring twelve months from the date of
issuance, which is mandatorily convertible into 0.3 share of
Common Stock if unexercised upon expiration (or if sooner
redeemed by AquaPro); and
(iv.) One Warrant for the purchase of one share of Common Stock at a
price of $9.50, expiring twenty-four months from the date of
issuance, which if unexercised upon expiration (or if sooner
redeemed by AquaPro) is mandatorily convertible into 0.3 share
of Common Stock.
c. The 7.15% Note shall bear interest at the rate of 7.15% per
annum, payable quarterly until December 31, 2003 on which date the entire unpaid
balance of principal and interest shall be due and payable. Each 7.15% Note
shall be unsecured and shall be convertible at the election of its holder into
Common Stock at a price of $10.00 per share.
d. No Units, 7.15% Notes or other payment shall be made with respect
to the General Partner interest in CCA.
4. The Charter of AquaPro is not amended by the merger.
5. The conversion of limited partner interests as provided by these
Articles of Merger shall occur automatically upon the effective date, without
action by the Holders thereof. Each Holder of such limited partner interests
thereupon shall surrender his L.P. Unit certificate or certificates to AquaPro,
and shall be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares into which his shares, stock
rights and Warrants therefor represented by a certificate or certificates so
surrendered shall have been converted as aforesaid.
6. No fractional Units shall be issued.
7. Upon such merger, the separate existence of CCA ceases and AquaPro
shall succeed without other transfer to all the rights and property of CCA, and
shall be subject to all the debts and liabilities thereof in the same manner as
if AquaPro had itself incurred them. All rights of creditors and all liens upon
the property of each of CCA and AquaPro shall be preserved unimpaired, provided
that such liens upon property of either shall be limited to the property
affected thereby immediately prior to the time the merger is effective.
8. After the merger becomes effective, CCA, through the persons who
were its General Partner(s) immediately prior to the merger, shall execute or
cause to be executed such further assignments, assurances or other documents as
may be necessary or desirable to confirm title to properties, assets and rights
in AquaPro.
9. The parties to these Articles of Merger are also parties to that
certain Amended Plan and Agreement of Consolidation dated June 30, 1997. The two
agreements are intended to be construed together in order to effectuate their
purposes. Copies of the two agreements shall be maintained at the offices of
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AquaPro, located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and will be
made available to the limited partners of CCA and shareholders of AquaPro,
without expense, upon request.
10. The effective date of the merger is the date upon which a copy of
this Agreement is filed with the Secretary of State of Tennessee.
JOINT OFFICERS' AND GENERAL PARTNERS'
CERTIFICATE OF MERGER
FOR
CIRCLE CREEK AQUACULTURE, L.P.
11. On April 16, 1997, the principal terms of the merger described in
these Articles of Merger (the "Merger Agreement") were approved by AquaPro by a
vote or written consent of a number of shares of each class which equaled or
exceeded the vote required under Chapter 21 of the Tennessee Business
Corporation Act for approval of the principal terms of the merger described
herein by the outstanding shares of each class of said Corporation.
12. On June 30, 1997, the principal terms of the merger described in
the Merger Agreement were approved by CCA by the vote and written consent of a
number of limited partners which equaled or exceeded the vote or written consent
required under Section 62-2-211 of the Tennessee Revised Uniform Limited
Partnership Act for approval of the principal terms of the merger described
herein by the limited partners of each class of partner interests of said
limited partnership.
13. The total number of the outstanding amount of partner interests of
each class of CCA entitled to vote on the merger was and is thirty-three
thousand seven hundred and five (33,705) L.P. Units and one Circle Creek
Aquaculture General Partner interest (the "G.P. Interest").
14. Each class of partners of CCA entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
INTERESTS REQUIRED VOTES CAST OBTAINED
--------- ---------- ----------- -----------
Limited Partner More than 50% 33,128 98.29%
Interests (L.P. Units)
General Partner More than 50% 1.0 100%
Interests (G.P.
Interest)
15. The total number of outstanding shares of each class of AquaPro
entitled to vote on the merger was and is 1,312,340 shares of Common Stock.
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16. Each class of shares of AquaPro entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
STOCK REQUIRED VOTES CAST OBTAINED
----- ---------- ----------- ----------
Common 50% plus 1 1,110,734 84.6%
/s/ Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------
XXXXXX X. XXXXXXXX, XX.
President of AquaPro Corporation
/s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------
XXXXXXXX X. XXXXXXXX,
Secretary of AquaPro Corporation
IN WITNESS WHEREOF, the undersigned do hereby certify that the
foregoing is true and correct and the undersigned parties have executed this
Agreement on the date first stated above.
AQUAPRO CORPORATION, CIRCLE CREEK AQUACULTURE V, L.P.
A TENNESSEE CORPORATION A TENNESSEE LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------- ---------------------------------
XXXXXX X. XXXXXXXX, XX. XXXXXX X. XXXXXXXX, XX.
President
By: /s/ Xxxxxxxx X. Xxxxxxxx By AquaPro Corporation, a Tennessee
------------------------------ Corporation
XXXXXXXX X. XXXXXXXX,
Secretary By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-----------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
By: /s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxxxx, Secretary
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ARTICLES OF MERGER
OF
CIRCLE CREEK AQUACULTURE VI, L.P.
AND
AQUAPRO CORPORATION
THESE ARTICLES OF MERGER are executed this 30th day of June 1997, among
Circle Creek Aquaculture VI, L.P., a Tennessee Limited Partnership, (hereinafter
"CCA") and AquaPro Corporation, a Tennessee corporation (hereinafter "AquaPro").
1. CCA is a Tennessee Limited Partnership organized on April 22, 1994
and its authorized and outstanding partner interests are as follows:
AMOUNT AMOUNT
AUTHORIZED OUTSTANDING
---------- -----------
Limited Partnership interests (the "L.P. 10,000 10,000
Units"), each L.P. Unit requiring an
original capital contribution of $100.
General Partner Interest 1.0 1.0
2. AquaPro is a Tennessee corporation organized on January 11, 1981 and
its authorized and outstanding shares are as follows:
AUTHORIZED OUTSTANDING
---------- -----------
Common Stock (no par value): 100,000,000 1,332,551
Preferred Stock: 2,000,000 235,507
3. CCA shall be merged into AquaPro.
a. Upon such merger, each outstanding Unit of CCA Limited Partner
Interest, other than Limited Partners who elect or otherwise are entitled to
receive a 7.15% Note as described below, shall be converted into units of
AquaPro's securities as described below (the "AquaPro Units") on the basis of
15.79 Units for each L.P. Unit. Those Limited Partners electing or otherwise
entitled to receive a 7.15% Note shall receive a 7.15% in the principal amount
of $72.00 for each L.P. Unit.
b. Each AquaPro Unit is to consist of the following securities
of AquaPro:
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(i.) One share of common stock (no par value) of AquaPro (the "Common
Stock"); and
(ii.) One right to purchase one share of Series A Preferred Stock of
AquaPro for a price of $9.50, expiring 90 days following the date
of its issuance; and
(iii.) One Warrant for the purchase of one share of Common Stock at a
price of $7.50, expiring twelve months from the date of
issuance, which if unexercised upon expiration (or if sooner
redeemed by AquaPro) is mandatorily convertible into 0.3 share
of Common Stock; and
(iv.) One Warrant for the purchase of one share of Common Stock at a
price of $9.50, expiring twenty-four months from the date of
issuance, which if unexercised upon expiration (or if sooner
redeemed by AquaPro) is mandatorily convertible into 0.3 share
of Common Stock.
c. The 7.15% Note shall bear interest at the rate of 7.15% per
annum, payable quarterly until December 31, 2003 on which date the entire unpaid
balance of principal and interest shall be due and payable. Each 7.15% Note
shall be unsecured and shall be convertible at the election of its holder into
Common Stock at a price of $10.00 per share.
d. No Units, 7.15% Notes or other payment shall be made with
respect to the General Partner interest in CCA.
4. The Charter of AquaPro is not amended by the merger.
5. The conversion of limited partner interests as provided by these
Articles of Merger shall occur automatically upon the effective date, without
action by the Holders thereof. Each Holder of such limited partner interests
thereupon shall surrender his L.P. Unit certificate or certificates to AquaPro,
and shall be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares into which his shares, stock
rights and Warrants therefor represented by a certificate or certificates so
surrendered shall have been converted as aforesaid.
6. No fractional Units shall be issued.
7. Upon such merger, the separate existence of CCA ceases and AquaPro
shall succeed without other transfer to all the rights and property of CCA, and
shall be subject to all the debts and liabilities thereof in the same manner as
if AquaPro had itself incurred them. All rights of creditors and all liens upon
the property of each of CCA and AquaPro shall be preserved unimpaired, provided
that such liens upon property of either shall be limited to the property
affected thereby immediately prior to the time the merger is effective.
8. After the merger becomes effective, CCA, through the persons who
were its General Partner(s) immediately prior to the merger, shall execute or
cause to be executed such further assignments, assurances or other documents as
may be necessary or desirable to confirm title to properties, assets and rights
in AquaPro.
9. The parties to these Articles of Merger are also parties to that
certain Amended Plan and Agreement of Consolidation dated June 30, 1997. The two
agreements are intended to be construed together in order to effectuate their
purposes. Copies of the two agreements shall be maintained at the offices of
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AquaPro, located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and will be
made available to the limited partners of CCA and shareholders of AquaPro,
without expense, upon request.
10. The effective date of the merger is the date upon which a copy of
this Agreement is filed with the Secretary of State of Tennessee.
JOINT OFFICERS' AND GENERAL PARTNERS'
CERTIFICATE OF MERGER
FOR
CIRCLE CREEK AQUACULTURE, L.P.
11. On April 16, 1997, the principal terms of the merger described in
these Articles of Merger (the "Merger Agreement") were approved by AquaPro by a
vote or written consent of a number of shares of each class which equaled or
exceeded the vote required under Chapter 21 of the Tennessee Business
Corporation Act for approval of the principal terms of the merger described
herein by the outstanding shares of each class of said Corporation.
12. On June 30, 1997, the principal terms of the merger described in
the Merger Agreement were approved by CCA by the vote and written consent of a
number of limited partners which equaled or exceeded the vote or written consent
required under Section 62-2-211 of the Tennessee Revised Uniform Limited
Partnership Act for approval of the principal terms of the merger described
herein by the limited partners of each class of partner interests of said
limited partnership.
13. The total number of the outstanding amount of partner interests of
each class of CCA entitled to vote on the merger was and is ten thousand
(10,000) L.P. Units and one Circle Creek Aquaculture General Partner interest
(the "G.P. Interest").
14. Each class of partners of CCA entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
INTERESTS REQUIRED VOTES CAST OBTAINED
--------- ---------- ----------- ----------
Limited Partner More than 50% 9,675.27 96.75%
Interests (L.P. Units)
General Partner More than 50% 1.0 100%
Interests (G.P.
Interest)
15. The total number of outstanding shares of each class of AquaPro
entitled to vote on the merger was and is 1,312,340 shares of Common Stock.
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16. Each class of shares of AquaPro entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
STOCK REQUIRED VOTES CAST OBTAINED
----- ---------- ----------- ----------
Common 50% plus 1 1,110,734 84.6%
/s/ Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------
XXXXXX X. XXXXXXXX, XX.
President of AquaPro Corporation
/s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------
XXXXXXXX X. XXXXXXXX,
Secretary of AquaPro Corporation
IN WITNESS WHEREOF, the undersigned do hereby certify that the
foregoing is true and correct and the undersigned parties have executed this
Agreement on the date first stated above.
AQUAPRO CORPORATION, CIRCLE CREEK AQUACULTURE VI, L.P.
A TENNESSEE CORPORATION A TENNESSEE LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
----------------------------- ----------------------------------
XXXXXX X. XXXXXXXX, XX. XXXXXX X. XXXXXXXX, XX.
President General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxx By AquaPro Corporation, a Tennessee
---------------------------- Corporation
XXXXXXXX X. XXXXXXXX,
Secretary By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
----------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
By: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxxx, Secretary
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ARTICLES OF MERGER
OF
CIRCLE CREEK AQUACULTURE VII, L.P.
AND
AQUAPRO CORPORATION
THESE ARTICLES OF MERGER are executed this 30th day of June 1997, among
Circle Creek Aquaculture VII, L.P., a Tennessee Limited Partnership,
(hereinafter "CCA") and AquaPro Corporation, a Tennessee corporation
(hereinafter "AquaPro").
1. CCA is a Tennessee Limited Partnership organized on December 14,
1994 and its authorized and outstanding partner interests are as follows:
AMOUNT AMOUNT
AUTHORIZED OUTSTANDING
---------- -----------
Limited Partnership interests (the "L.P.
Units"), each L.P. Unit requiring an
original capital contribution of $100. 10,607 10,607
General Partner Interest 1.0 1.0
2. AquaPro is a Tennessee corporation organized on January 11, 1981
and its authorized and outstanding shares are as follows:
AUTHORIZED OUTSTANDING
---------- -----------
Common Stock (no par value): 100,000,000 1,332,551
Preferred Stock: 2,000,000 235,507
3. CCA shall be merged into AquaPro.
a. Upon such merger, each outstanding Unit of CCA Limited Partner
Interest, other than Limited Partners who elect or otherwise are entitled to
receive a 7.15% Note as described below, shall be converted into units of
AquaPro's securities as described below (the "AquaPro Units") on the basis of
10.325 Units for each L.P. Unit. Those Limited Partners electing or otherwise
entitled to receive a 7.15% Note shall receive a 7.15% in the principal amount
of $47.08 for each L.P. Unit.
b. Each AquaPro Unit is to consist of the following securities of
AquaPro:
10
(i) One share of common stock (no par value) of AquaPro
(the "Common Stock"); and
(ii) One right to purchase one share of Series A Preferred
Stock of AquaPro for a price of $9.50, expiring 90 days following
the date of its issuance; and
(iii) One Warrant for the purchase of one share of Common
Stock at a price of $7.50, expiring twelve months from the date of
issuance, which if unexercised upon expiration (or if sooner
redeemed by AquaPro) is mandatorily convertible into 0.3 share of
Common Stock; and
(iv) One Warrant for the purchase of one share of Common
Stock at a price of $9.50, expiring twenty-four months from the
date of issuance, which if unexercised upon expiration (or if
sooner redeemed by AquaPro) is mandatorily convertible into 0.3
share of Common Stock.
c. The 7.15% Note shall bear interest at the rate of 7.15% per
annum, payable quarterly until December 31, 2003 on which date the entire unpaid
balance of principal and interest shall be due and payable. Each 7.15% Note
shall be unsecured and shall be convertible at the election of its holder into
Common Stock at a price of $10.00 per share.
d. No Units, 7.15% Notes or other payment shall be made with
respect to the General Partner interest in CCA.
4. The Charter of AquaPro is not amended by the merger.
5. The conversion of limited partner interests as provided by these
Articles of Merger shall occur automatically upon the effective date, without
action by the Holders thereof. Each Holder of such limited partner interests
thereupon shall surrender his L.P. Unit certificate or certificates to AquaPro,
and shall be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares into which his shares, stock
rights and Warrants therefor represented by a certificate or certificates so
surrendered shall have been converted as aforesaid.
6. No fractional Units shall be issued.
7. Upon such merger, the separate existence of CCA ceases and AquaPro
shall succeed without other transfer to all the rights and property of CCA, and
shall be subject to all the debts and liabilities thereof in the same manner as
if AquaPro had itself incurred them. All rights of creditors and all liens upon
the property of each of CCA and AquaPro shall be preserved unimpaired, provided
that such liens upon property of either shall be limited to the property
affected thereby immediately prior to the time the merger is effective.
8. After the merger becomes effective, CCA, through the persons who
were its General Partner(s) immediately prior to the merger, shall execute or
cause to be executed such further assignments, assurances or other documents as
may be necessary or desirable to confirm title to properties, assets and rights
in AquaPro.
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11
9. The parties to these Articles of Merger are also parties to that
certain Amended Plan and Agreement of Consolidation dated June 30, 1997. The two
agreements are intended to be construed together in order to effectuate their
purposes. Copies of the two agreements shall be maintained at the offices of
AquaPro, located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and will be
made available to the limited partners of CCA and shareholders of AquaPro,
without expense, upon request.
10. The effective date of the merger is the date upon which a copy of
this Agreement is filed with the Secretary of State of Tennessee.
JOINT OFFICERS' AND GENERAL PARTNERS'
CERTIFICATE OF MERGER
FOR
CIRCLE CREEK AQUACULTURE, L.P.
11. On April 16, 1997, the principal terms of the merger described in
these Articles of Merger (the "Merger Agreement") were approved by AquaPro by a
vote or written consent of a number of shares of each class which equaled or
exceeded the vote required under Chapter 21 of the Tennessee Business
Corporation Act for approval of the principal terms of the merger described
herein by the outstanding shares of each class of said Corporation.
12. On June 30, 1997, the principal terms of the merger described in
the Merger Agreement were approved by CCA by the vote and written consent of a
number of limited partners which equaled or exceeded the vote or written consent
required under Section 62-2-211 of the Tennessee Revised Uniform Limited
Partnership Act for approval of the principal terms of the merger described
herein by the limited partners of each class of partner interests of said
limited partnership.
13. The total number of the outstanding amount of partner interests of
each class of CCA entitled to vote on the merger was and is ten thousand six
hundred and seven (10,607) L.P. Units and one Circle Creek Aquaculture General
Partner interest (the "G.P. Interest").
14. Each class of partners of CCA entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
INTERESTS REQUIRED VOTES CAST OBTAINED
--------- ---------- ----------- ----------
Limited Partner More than 50% 10,607 100%
Interests (L.P. Units)
General Partner More than 50% 1.0 100%
Interests (G.P.
Interest)
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15. The total number of outstanding shares of each class of AquaPro
entitled to vote on the merger was and is 1,312,340 shares of Common Stock.
16. Each class of shares of AquaPro entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
STOCK REQUIRED VOTES CAST OBTAINED
----- ---------- ----------- -----------
Common 50% plus 1 1,110,734 84.6%
/s/ Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------
XXXXXX X. XXXXXXXX, XX.
President of AquaPro Corporation
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------
XXXXXXXX X. XXXXXXXX,
Secretary of AquaPro Corporation
IN WITNESS WHEREOF, the undersigned do hereby certify that the
foregoing is true and correct and the undersigned parties have executed this
Agreement on the date first stated above.
AQUAPRO CORPORATION, CIRCLE CREEK AQUACULTURE VII, L.P.
A TENNESSEE CORPORATION A TENNESSEE LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------- ------------------------------
XXXXXX X. XXXXXXXX, XX. XXXXXX X. XXXXXXXX, XX.
President General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxx By AquaPro Corporation, a Tennessee
------------------------------- Corporation
XXXXXXXX X. XXXXXXXX,
Secretary By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
---------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
By: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxxx, Secretary
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ARTICLES OF MERGER
OF
CIRCLE CREEK AQUACULTURE VIII, L.P.
AND
AQUAPRO CORPORATION
THESE ARTICLES OF MERGER are executed this 30th day of June 1997, among
Circle Creek Aquaculture VIII, L.P., a Tennessee Limited Partnership,
(hereinafter "CCA") and AquaPro Corporation, a Tennessee corporation
(hereinafter "AquaPro").
1. CCA is a Tennessee Limited Partnership organized on December 19,
1994 and its authorized and outstanding partner interests are as follows:
AMOUNT AMOUNT
AUTHORIZED OUTSTANDING
---------- ------------
Limited Partnership interests (the "L.P. 9,050 9,050
Units"), each L.P. Unit requiring an
original capital contribution of $100
General Partner Interest 1.0 1.0
2. AquaPro is a Tennessee corporation organized on January 11, 1981
and its authorized and outstanding shares are as follows:
AUTHORIZED OUTSTANDING
---------- -----------
Common Stock (no par value): 100,000,000 1,332,551
Preferred Stock: 2,000,000 235,507
3. CCA shall be merged into AquaPro.
a. Upon such merger, each outstanding Unit of CCA Limited Partner
Interest, other than Limited Partners who elect or otherwise are entitled to
receive a 7.15% Note as described below, shall be converted into units of
AquaPro's securities as described below (the "AquaPro Units") on the basis of
11.914 Units for each L.P. Unit. Those Limited Partners electing or otherwise
entitled to receive a 7.15% Note shall receive a 7.15% in the principal amount
of $54.32 for each L.P. Unit.
b. Each AquaPro Unit is to consist of the following securities of
AquaPro:
14
(i) One share of common stock (no par value) of AquaPro (the
"Common Stock"); and
(ii) One right to purchase one share of Series A Preferred Stock
of AquaPro for a price of $9.50, expiring 90 days following the date
of its issuance; and
(iii) One Warrant for the purchase of one share of Common Stock
at a price of $7.50, expiring twelve months from the date of issuance,
which if unexercised upon expiration (or if sooner redeemed by
AquaPro) is mandatorily convertible into 0.3 share of Common Stock;
and
(iv) One Warrant for the purchase of one share of Common Stock at
a price of $9.50, expiring twenty-four months from the date of
issuance, which if unexercised upon expiration (or if sooner redeemed
by AquaPro) is mandatorily convertible into 0.3 share of Common Stock.
c. The 7.15% Note shall bear interest at the rate of 7.15% per annum,
payable quarterly until December 31, 2003 on which date the entire unpaid
balance of principal and interest shall be due and payable. Each 7.15% Note
shall be unsecured and shall be convertible at the election of its holder into
Common Stock at a price of $10.00 per share.
d. No Units, 7.15% Notes or other payment shall be made with respect
to the General Partner interest in CCA.
4. The Charter of AquaPro is not amended by the merger.
5. The conversion of limited partner interests as provided by these
Articles of Merger shall occur automatically upon the effective date, without
action by the Holders thereof. Each Holder of such limited partner interests
thereupon shall surrender his L.P. Unit certificate or certificates to AquaPro,
and shall be entitled to receive in exchange therefor a certificate or
certificates representing the number of shares into which his shares, stock
rights and Warrants therefor represented by a certificate or certificates so
surrendered shall have been converted as aforesaid.
6. No fractional Units shall be issued.
7. Upon such merger, the separate existence of CCA ceases and AquaPro
shall succeed without other transfer to all the rights and property of CCA, and
shall be subject to all the debts and liabilities thereof in the same manner as
if AquaPro had itself incurred them. All rights of creditors and all liens upon
the property of each of CCA and AquaPro shall be preserved unimpaired, provided
that such liens upon property of either shall be limited to the property
affected thereby immediately prior to the time the merger is effective.
8. After the merger becomes effective, CCA, through the persons who
were its General Partner(s) immediately prior to the merger, shall execute or
cause to be executed such further assignments, assurances or other documents as
may be necessary or desirable to confirm title to properties, assets and rights
in AquaPro.
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15
9. The parties to these Articles of Merger are also parties to that
certain Amended Plan and Agreement of Consolidation dated June 30, 1997. The two
agreements are intended to be construed together in order to effectuate their
purposes. Copies of the two agreements shall be maintained at the offices of
AquaPro, located at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, and will be
made available to the limited partners of CCA and shareholders of AquaPro,
without expense, upon request.
10. The effective date of the merger is the date upon which a copy of
this Agreement is filed with the Secretary of State of Tennessee.
JOINT OFFICERS' AND GENERAL PARTNERS'
CERTIFICATE OF MERGER
FOR
CIRCLE CREEK AQUACULTURE, L.P.
11. On April 16, 1997, the principal terms of the merger described in
these Articles of Merger (the "Merger Agreement") were approved by AquaPro by a
vote or written consent of a number of shares of each class which equaled or
exceeded the vote required under Chapter 21 of the Tennessee Business
Corporation Act for approval of the principal terms of the merger described
herein by the outstanding shares of each class of said Corporation.
12. On June 30, 1997, the principal terms of the merger described in
the Merger Agreement were approved by CCA by the vote and written consent of a
number of limited partners which equaled or exceeded the vote or written consent
required under Section 62-2-211 of the Tennessee Revised Uniform Limited
Partnership Act for approval of the principal terms of the merger described
herein by the limited partners of each class of partner interests of said
limited partnership.
13. The total number of the outstanding amount of partner interests of
each class of CCA entitled to vote on the merger was and is nine thousand and
fifty (9,050) L.P. Units and one Circle Creek Aquaculture General Partner
interest (the "G.P. Interest").
14. Each class of partners of CCA entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
STOCK REQUIRED VOTES CAST OBTAINED
----- ---------- ----------- -----------
Limited Partner More than 50% 8,895 98.29%
Interests (L.P. Units)
General Partner More than 50% 1.0 100%
Interests (G.P.
Interest)
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16
15. The total number of outstanding shares of each class of AquaPro
entitled to vote on the merger was and is 1,312,340 shares of Common Stock.
16. Each class of shares of AquaPro entitled to vote on the Merger
Agreement, the percentage vote required by each class, and the number and
percentage of affirmative votes cast by each class are as follows:
CLASS PERCENTAGE PERCENTAGE
OF VOTES AFFIRMATIVE VOTES
STOCK REQUIRED VOTES CAST OBTAINED
----- ---------- ----------- ----------
Common 50% plus 1 1,110,734 84.6%
/s/ Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------
XXXXXX X. XXXXXXXX, XX.
President of AquaPro Corporation
/s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------
XXXXXXXX X. XXXXXXXX,
Secretary of AquaPro Corporation
IN WITNESS WHEREOF, the undersigned do hereby certify that the
foregoing is true and correct and the undersigned parties have executed this
Agreement on the date first stated above.
AQUAPRO CORPORATION, CIRCLE CREEK AQUACULTURE VIII, L.P.
A TENNESSEE CORPORATION A TENNESSEE LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------ ----------------------------------
XXXXXX X. XXXXXXXX, XX. XXXXXX X. XXXXXXXX, XX.
President General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxx By AquaPro Corporation, a Tennessee
----------------------------- Corporation
XXXXXXXX X. XXXXXXXX,
Secretary By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
----------------------------------
Xxxxxx X. Xxxxxxxx, Xx., President
By: /s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxxx X. Xxxxxxxx, Secretary
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