AGREEMENT AND PLAN OF MERGER
(FILED
OF 02 APR - 9 PM 1:50
SECRETARY OF STATE
CITY VIEW TV, INC. TALLAHASSEE, FLORIDA
(a Florida corporation)
AND
GLOBAL BROADCAST GROUP, INC.
(formerly known as Xxxxx Process, Inc.)
(a Delaware corporation)
Agreement and Plan of Merger entered into effective March 1, 2002 by and
among, City View TV, Inc., a business corporation of the State of Florida, and
approved by resolution adopted by its Board of Directors on said date, and
entered into on March 1, 2002 by Global Broadcast Group, Inc. (formerly known as
Xxxxx Process, Inc.), a business corporation of the State of Delaware, and
approved by resolution adopted by its Board of Directors on said date.
WHEREAS City View TV, Inc. is a busi corporation of the State of Florida
with its principal office therein located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxx, 00000.
WHEREAS the total number of shares of stock which City View TV, Inc. has
authority to issue is 10,000,000 (as amended), all of which are of one class and
of a par value of$.001 each; and
WHEREAS Global Broadcast Group, Inc. (formerly known as Gaffi Process,
Inc.) is a business corporation of the State of Delaware with its registered
office therein located at 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx xx Xxxxxxxxxx,
Xxxxxx of Newcastle, Delaware; and
WHEREAS the total number of shares of stock which Global Broadcast
Group, Inc. (formerly known as Xxxxx Process, Inc.) has authority to issue is
50,000,000, all of which are of one class and, of a par value of $.00l each; and
WHEREAS the Florida law permits a merger of a business corporation of
the State of Florida with and into a business corporation of another
jurisdiction; and
WHEREAS the Delaware General Corporation Law permits the merger of a
business corporation of another jurisdiction with and into a business corporation
of the State of Delaware; and
WHEREAS City View TV, Inc. and Global Broadcast Group, Inc. (formerly
known as Xxxxx Process, Inc.) and the respective Boards of Directors thereof
deem it advisable and to the advantage, welfare, and best interests of said
corporations and their respective stockholders to merge City View TV, Inc. with
and into Global Broadcast Group, Inc. pursuant to the provisions of the Florida
Business Corporation Act and pursuant to the provisions of the Delaware General
Corporation Law upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by City View
TV, Inc. and approved by a resolution adopted by its Board of Directors and
being thereunto duly entered into by Global Broadcast Group, Inc. and approved
by a resolution adopted by its Board of Directors, the Agreement of Merger and
the terms and conditions thereof and the mode of carrying the same into effect,
together with any provisions required or permitted to be set forth therein, are
hereby determined and agreed upon as hereinafter in this Agreement and Plan set
forth.
1. City View TV, Inc. and Global Broadcast Group, Inc. shall, pursuant
to the provisions of the Florida Business Corporation Act and the provisions of
the Delaware General Corporation Law, be merged with and into a single
corporation, to wit, Global Broadcast Group, Inc., which shall be the surviving
corporation from and after the effective time of the merger, and which is
sometimes hereinafter referred to as the "Surviving Corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the Delaware General Corporation Law. The separate
existence of City View TV, Inc., which is sometimes hereinafter referred to as
the "Terminating Corporation", shall cease at said effective time in accordance
with the provisions of the Florida Business Corporation Act.
2. Attached hereto and made a part here of is a copy of the Certificate
of Incorporation of the Surviving Corporation as the same shall be in force and
effect at the effective time in the State of Delaware of the merger herein
provided for; and said Certificate of Incorporation as therein amended and
changed shall continue to be the Certificate of Incorporation of said Surviving
Corporation until further amended and changed pursuant to the provisions of the
Delaware General Corporation Law.
3. The present by-laws of the Surviving Corporation will be the by-laws
of said Surviving Corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the Delaware General Corporation Law.
4. The directors and officers in office of the Surviving Corporation at
the effective time of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by laws of the surviving corporation.
5. Each three (3) issued and outstanding shares of the Terminating
Corporation, at the effective time of the merger, shall be converted into one
share of the Surviving Corporation. The issued shares of the Surviving
Corporation shall not be converted or exchanged in any manner, but each said
share which is issued as of the effective date of the merger shall continue to
represent one issued share of the Surviving Corporation. The resulting shares of
each of the Terminating Corporation and Surviving Corporation shall be as set
forth on Schedule "A".
6. In the event that this Agreement of Merger shall have been fully
approved and adopted upon behalf of the Terminating Corporation in accordance
with the provisions of the Florida Business Corporation Act and upon behalf of
the Surviving Corporation in accordance with the provisions of the Delaware
General Corporation Law, the said corporations agree that they will cause to be
executed and filed and recorded any document or documents prescribed by the laws
of the State of Florida and by the laws of the State of Delaware, and that they
will cause to be performed all necessary acts within the State of Florida and
the State of Delaware and elsewhere to effectuate the merger herein provided
for.
7. The Board of Directors and the proper officers of the Terminating
Corporation and of the Surviving Corporation are hereby authorized, empowered,
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers, and documents which shall be
or become necessary, proper, or convenient to carry out or put into effect any
of the provisions of this Agreement and Plan of Merger or of the merger herein
provided for.
IN WITNESS WHEREOF, this Agreement and Plan of Merger is hereby executed
upon behalf of each of the constituent corporations parties thereto.
Executed effective on this 1st day of March, 2002.
Global Broadcast Group, Inc.
(formerly known as Xxxxx Process, Inc.)
By: /s/ Xx Xxxxxxx
---------------------------------
Name: Xx Xxxxxxx
---------------------------------
Title of Authorized Officer: President
----------
City View/V, Inc.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
---------------------------------
Title of Authorized Officer: President
----------
SCHEDULE A
CITYVIEW TV SHAREHOLDERS ALLOCATION
OF GBG SHARES
Attached
H:\LIBRARY\Clients\XXXXX\CityView-Xxxxx Merger\Agreement and Plan of Merger(2) wpd
03/20/02 05:44 PM
GBG Shares City View Shares
To Be Issued to be retired
------------ ------------------ ------------- --------------- ----------------
Xxx Xxxxx 1,275,000 3,825,000
Xx Xxxxxxx 201,584 604,752
Xxx Xxxxxxx 1,823,416 5,470,248
OHERS BELOW 928,500 2,785,500
Xxxxx Xxxx 125,000 375,000
------------ ------------------------------------------------------------------
Total 0 0 4,353,500 13,060,500
------------ ------------------ ------------- --------------- -----------------
First Name Last Name Shares City View Shares Social/Tax ID
------------ ------------------ ------------- --------------- ----------------- --------------
C.P. Breg 22,500 67,500 112112821
Breg 30,000 90,000
M.M.M Xxxx 15,000 45,000 30222072
Xxxx 30,000 90,000
Mr. S. Steltenpool 7,500 22,500 187967453
Xxxxxxx Xxxxxx 7,500 22,500 ###-##-####
Xxxxx Xxxxxx 30,000 90,000 ###-##-####
Xxxxxxx Xxxxxxx 30,000 90,000
M.E.J. Vermaat 45,000 135,000
X.X. Xxxx 30,000 90,000
Xxxx Lotterjonk 30,000 90,000
Wim van der Xxxxxx 150,000 450,000
Xxxx Xxxxxxxxxxx 150,000 450,000
Xxxxx Xxxxxxx 225,000 675,000
Xxxxxx Xxxxxxx 30,000 90,000
X. X. Xxxxxxx-Xxxx 30,000 90,000
Bruijs 15,000 45,000
Xxxx Krooswijk 45,000 135,000
X.X.Xx. Xxxxxxxxx-Xxxxxxxx 6,000 18,000
--------------- -----------------
928,500 2,785,500
ARTICLES OF MERGER
The following articles of merger are being submitted in accordance with
section(s) 607.1109, 608.4382, and/or 620.203, Florida Statutes.
FIRST The exact name, street address of its principal office,
jurisdiction, and entity type for each merging party are as follows:
Name and Street Address Jurisdiction Entity Type
1. City View TV, Inc. Florida Corporation (for profit)
0000 Xxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Florida Document/Registration No. P01000039204 FEI Number: 00-0000000
SECOND: The exact name, street address of its principal office,
jurisdiction, and entity type of the surviving party are as
follows:
Name and Street Address Jurisdiction Entity Type
Global Broadcast Group, Inc. Delaware Corporation
Registered Office:
c/o The Company Corporation
0000 Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx
Principal Offices
0000 Xxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Delaware Document/Registration, No. 00 1546742-33080701 FEI Number:00-0000000
THIRD: The attached Plan of Merger meets the requirements of section(s)
607.1108,608.438, 617.1103, and/or 620.20 1, Florida Statutes, and was approved
bY each domestic corporation, limited liability company, partnership and/or
limited partnership that is a party to the merger in accordance with Chapter(s)
607, 617, 608 and/or 620, Florida Statutes.
FOURTH: If applicable, the attached Plan of Merger was
approved by the other business entity(ies) that is/are party(ies) to tile merger
in accordance with the respective laws of all applicable jurisdictions.
FIFTH: If not incorporated, organized, or otherwise formed
under the laws of the state of Florida, the surviving entity hereby appoints the
Florida Secretary of State as its agent for substitute service of process
pursuant to Chapter 48, Florida Statutes, in any proceeding to enforce any
obligation or rights of any dissenting shareholders, partners, and/or members of
each domestic corporation, partnership, limited partnership and/or limited
liability company that is a party to the merger.
SIXTH: If not incorporated, organized, or otherwise formed
under the laws of the state of Florida, the surviving entity agrees to pay the
dissenting shareholders, partners, and/or members of each domestic corporation,
partnership, limited partnership and/or limited liability company that is a
party to the merger the amount, if any, to which they are entitled under
section(s) 607.1302, 620.205, and/or 608.4384, Florida Statutes.
SEVENTH: If applicable, the surviving entity has obtained the
written consent of each shareholder, member or person that as a result of the
merger is now a general partner of the surviving entity pursuant to section(s)
607.1108(5), 608.4381(2), and/or 620.202(2), Florida Statutes.
EIGHTH: The merger is permitted under the respective laws of
all applicable jurisdictions and is not prohibited by the agreement of any
partnership or limited partnership or the regulations or articles of
organization of any limited liability company that is a party to the merger.
NINTH: The merger shall become effective as of:
The date the Articles of Merger are filed with Florida Department of State
TENTH: The Articles of Merger comply and were executed in
accordance with the laws of each party's applicable jurisdiction.
ELEVENTH:SIGNATURE(S) FOR EACH PARTY
Name of Entity Signature(s) Typed or Printed Name of Individual
City View TV, Inc. /s/ Xxx Xxxxx Xxx Xxxxx, President
/s/ Xx Xxxxxxxx Xx Xxxxxxxx, VP
Global Broadcast,
Group, Inc /s/ Xxx Xxxxx Xxx Xxxxx, Chairman and CEO
/s/ Xx Xxxxxxxx Xx Xxxxxxxx, President
CERTIFICATE OF SECRETARY OF GLOBAL BROADCAST GROUP, INC.
Shareholder Approval By Written Consent
The undersigned, being the Secretary of Global Broadcast Group, Inc.,
does hereby certify that the holders of all of the outstanding stock of said
corporation dispensed with a notice meeting and vote of shareholders, and all of
the shareholders entitled to vote consented in writing, pursuant to the
provisions of Section 228 of the Delaware General Corporation Law, to the
adoption of the foregoing Agreement of Merger.
Executed effective on this 1st day of March, 2002.
/s/ Xxx Xxxxx
-----------------------------
Secretary of Global
Broadcasting Group, Inc.
Delaware Agreement of Merger - Foreign Corporation
into Domestic Corporation 0/00 -0
XXXXXX XXXXXXXXX GROUP, INC.
SHAREHOLDER RESOLUTION
The undersigned being a majority of interest of all of the outstanding
shares entitled to vote of Global Broadcast Group, Inc., a Delaware corporation
(the "Company") do hereby adopt and consent to the following Resolution by
written consent in lieu of a meeting pursuant to the laws of the State of
Delaware and the bylaws of the Company, as if said Resolution had been adopted
at a meeting duly called and held:
IT IS HEREBY RESOLVED, that the Company enter into and carry out the
agreement and plan of merger between the Company and City View TV, Inc. dated
effective March 1, 2002; and
IT IS FURTHER RESOLVED, that any notice of meeting is hereby waived and
the written consent of the majority of shareholders authorizing the foregoing
Resolutions may be executed in counterparts and/or by facsimile.
Shareholders holding a majority interest of all outstanding shares:
Name No. Shares held Signature
Xxx Xxxxx 3,781,561 /s/ Xxx Xxxxx
Xx Xxxxxxx 2,708,145 /s/ Xx Xxxxxxx
Xxx Xxxxxxx 2,708,084 /s/ Xxx Xxxxxxx
_____________________ _________________ _________________________
_____________________ _________________ _________________________
_____________________ _________________ _________________________
_____________________ _________________ _________________________
_____________________ _________________ _________________________
_____________________ _________________ _________________________
_____________________ _________________ _________________________
H:\LIBRARY\Ctients\XXXXX\CityView-GaIli Merger\GBG Sec Cert and Shareholder
Reso(1).wpd 03/27/02 04:31 PM
Delaware Agreement of Merger - Foreign Corporation
into Domestic Corporation 1/96 - 2
(SEAL)
FLORIDA DEPARTMENT OF STATE
Xxxxxxxxx Xxxxxx
Secretary of State
April 11, 2002
GLOBAL MUSIC NETWORK
0000 XXXXXXXXX XXXX., XXXXX 000
XXXXXXXXXX, XX 00000
The Articles of Merger were filed on April 9, 2002, for GLOBAL BROADCAST GROUP,
INC., the surviving Delaware entity not authorized to transact business in
Florida.
The certification you requested is enclosed.
Should you have any further questions regarding this matter, please feel free
to call (000) 000-0000, the Amendment Filing Section.
Xxxxx Xxxxxxx
Corporate Specialist
Division of Corporations Letter Number: 3025A00021559
Division of Corporations - X.X. Xxx 0000 - Xxxxxxxxxxx, Xxxxxxx 00000
State of Florida
(SEAL)
Department of State
I certify the attached is a true and correct copy of the Articles of Merger,
filed on April 9, 2002, for GLOBAL BROADCAST GROUP, INC., the surviving Delaware
entity not authorized to transact business in Florida, as shown by the records
of this office.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Eleventh day of April, 2002
(SEAL) /s/ Xxxxxxxxx Xxxxxx
--------------------
Xxxxxxxxx Xxxxxx
Secretary of State
[Submit to the Secretary of State one (1)
executed original of the Certificate.]
[A signature should be in black, but may be
an original signature, or a facsimile,
conformed, or electronically transmitted
signature.]
