EXHIBIT 10.1 Agreement and Plan of Merger between Matrix Concepts, Inc. and
Global Media Group Holdings, Inc.
AGREEMENT AND PLAN OF MERGER
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THIS AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger Agreement") is
made as of March 31, 2006, by and between Matrix Concepts, Inc., a Nevada
corporation ("Matrix"), and Global Media Group Holdings, Inc., a Delaware
corporation ("GMGH"). Matrix and GMGH are sometimes referred to as the
"Constituent Corporations."
The authorized capital stock of Matrix consists of Ten Million (10,000,000)
shares of Common Stock, par value $.0001 per share and Five Million (5,000,000)
shares of Preferred Stock, par value $.0001 per share. The authorized capital
stock of GMGH, upon effectuation of the transactions set forth in this Merger
Agreement, will consist of One Hundred Fifty Million (150,000,000) shares,
divided into One Hundred Million (100,000,000) shares of Common Stock par value
$0.001 per share and Fifty Million (50,000,000) shares of Preferred Stock par
value of $0.001 per share.
The directors of the Constituent Corporations deem it advisable and to the
advantage of the Constituent Corporations that Matrix merge into GMGH upon the
terms and conditions herein provided.
NOW, THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Matrix shall merge
into GMGH on the following terms, conditions and other provisions:
1. TERMS AND CONDITIONS.
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1.1 MERGER. Matrix shall be merged with and into GMGH (the "Merger"), and GMGH
shall be the surviving corporation (the "Surviving Corporation") effective upon
the date when this Merger Agreement is filed with the Secretary of State of
Delaware (the "Effective Date").
1.2 SUCCESSION. On the Effective Date, GMGH shall continue its corporate
existence under the laws of the State of Delaware, and the separate existence
and corporate organization of Matrix, except insofar as it may be continued by
operation of law, shall be terminated and cease.
1.3 TRANSFER OF ASSETS AND LIABILITIES. On the Effective Date, the rights,
privileges, powers and franchises, both of a public as well as of a private
nature, of each of the Constituent Corporations shall be vested in and possessed
by the Surviving Corporation, subject to all of the disabilities, duties and
restrictions of or upon each of the Constituent Corporations; and all and
singular rights, privileges, powers and franchises of each of the Constituent
Corporations, and all property, real, personal and mixed, of each of the
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Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to each
of the Constituent Corporations shall be transferred to and vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest, shall be thereafter the property
of the Surviving Corporation as they were of the Constituent Corporations, and
the title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their shareholders, directors and officers shall not be
affected and all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, and any claim
existing or action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the Merger had not taken place
except as they may be modified with the consent of such creditors and all debts,
liabilities and duties of or upon each of the Constituent Corporations shall
attach to the Surviving Corporation, and may be enforced against it to the same
extent as if such debts, liabilities and duties had been incurred or contracted
by it.
1.4 CAPITAL STOCK OF MATRIX AND GMGH. On the Effective Date, by virtue of the
Merger and without any further action on the part of the Constituent
Corporations or their shareholders, each share of the Common Stock of Matrix
issued and outstanding immediately prior thereto shall be converted into shares
of fully paid and non-assessable shares of the Common Stock of GMGH at a ratio
of one to one (1:1). The one share of Common Stock of GMGH issued and
outstanding immediately prior thereto shall be cancelled and returned to the
status of authorized but unissued shares. Similarly, on the Effective Date, by
virture of the Merger and without any further action on the part of the
Constituent Corporations or their shareholders, each share of the Preferred
Stock of Matrix issued and outstanding immediately prior thereto shall be
converted into shares of fully paid and non-assessable shares of the Preferred
Stock of GMGH at a ratio of one to one (1:1).
1.5 STOCK CERTIFICATES. On and after the Effective Date, all of the outstanding
certificates which prior to that time represented shares of the capital stock of
Matrix shall be deemed for all purposes to evidence ownership of and to
represent the shares of GMGH into which the shares of Matrix represented by such
certificates have been converted as herein provided and shall be so registered
on the books and records of the Surviving Corporation or its transfer agents.
The registered owner of any such outstanding stock certificate shall, until such
certificate shall have been surrendered for transfer or conversion or otherwise
accounted for to the Surviving Corporation or its transfer agent, have and be
entitled to exercise any voting and other rights with respect to and to receive
any dividend and other distributions upon the shares of GMGH evidenced by such
outstanding certificate as above provided.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS.
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2.1 CERTIFICATE OF INCORPORATION AND BYLAWS. The Articles of Incorporation and
Bylaws of GMGH in effect on the Effective Date shall continue to be the Articles
of Incorporation and Bylaws of the Surviving Corporation.
2.2 DIRECTORS. The directors of Matrix immediately preceding the Effective Date
shall become the directors of the Surviving Corporation on and after the
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Effective Date to serve until the expiration of their terms and until their
successors are elected and qualified.
2.3 OFFICERS. The officers of Matrix immediately preceding the Effective Date
shall become the officers of the Surviving Corporation on and after the
Effective Date to serve at the pleasure of its Board of Directors.
3. MISCELLANEOUS.
3.1 FURTHER ASSURANCES. From time to time, and when required by the Surviving
Corporation or by its successors and assigns, there shall be executed and
delivered on behalf of Matrix such deeds and other instruments, and there shall
be taken or caused to be taken by it such further and other action, as shall be
appropriate or necessary in order to vest or perfect in or to conform of record
or otherwise, in the Surviving Corporation the title to and possession of all
the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of Matrix and otherwise to carry out the purposes of
this Merger Agreement, and the officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of Matrix or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.
3.2 AMENDMENT. At any time before or after approval by the shareholders of
Matrix this Merger Agreement may be amended in any manner (except that, after
the approval of the Merger Agreement by the shareholders of Matrix the principal
terms may not be amended without the further approval of the shareholders of
Matrix) as may be determined in the judgment of the respective Board of
Directors of GMGH and Matrix to be necessary, desirable, or expedient in order
to clarify the intention of the parties hereto or to effect or facilitate the
purpose and intent of this Merger Agreement.
3.3 CONDITIONS TO MERGER. The obligations of the Constituent Corporations to
effect the transactions contemplated hereby is subject to satisfaction of the
following conditions (any or all of which may be waived by either of the
Constituent Corporations in its sole discretion to the extent permitted by law):
(a) the Merger shall have been approved by the shareholders of Matrix in
accordance with applicable provisions of Nevada law; and
(b) Matrix, as the sole stockholder of GMGH, shall have approved the Merger in
accordance with the applicable provisions of Delaware law; and
(c) any and all consents, permits, authorizations, approvals, and orders deemed
in the sole discretion of Matrix to be material to consummation of the Merger
shall have been obtained.
3.4 ABANDONMENT OR DEFERRAL. At any time before the Effective Date, this Merger
Agreement may be terminated and the Merger may be abandoned by the Board of
Directors of either Matrix or GMGH or both, notwithstanding the approval of this
Merger Agreement by the shareholders of Matrix or GMGH, the consummation of the
Merger may be deferred for a reasonable period of time if, in the opinion of the
Boards of Directors of Matrix and GMGH, such action would be in the best
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interest of such corporations. In the event of termination of this Merger
Agreement, this Merger Agreement shall become void and of no effect and there
shall be no liability on the part of either Constituent Corporation or its Board
of Directors or shareholders with respect thereto, except that Matrix shall pay
all expenses incurred in connection with the Merger or in respect of this Merger
Agreement or relating thereto.
3.5 COUNTERPARTS. In order to facilitate the filing and recording of this Merger
Agreement, the same may be executed in any number of facsimile counterparts,
each of which shall be deemed an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved by
the Board of Directors of Matrix and GMGH, is hereby executed on behalf of each
corporation and attested by their respective officers thereunto duly authorized.
Matrix Concepts, Inc., a Nevada corporation
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: President
Global Media Group Holdings, Inc., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
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