PLAN OF MERGER
This Plan of Merger is made the 21st day of November, 2000, between Xxxxxxxx
Laboratories, Ltd. (the "Surviving Company") and Xxxxxxxx Laboratories, Inc.
("Xxxxxxxx Utah").
WHEREAS, Xxxxxxxx Utah (the "Company") is a Utah Corporation organized and
existing under and by virtue of the laws of the State of Utah and is entering
into this Plan of Merger pursuant to the provisions of Section 16-10a-1101,
et.seq., of the Utah Revised Business Corporation Act.
AND WHEREAS the Surviving Company is an International Business Compay
incorporated and existing under and by virtue of the Act and is entering into
this Plan of Merger pursuant to the provisions of Section 76 of the Act.
AND WHEREAS the directors of the parties hereto deem it desirable and in the
best
interest of the companies and their members, as the case may be, that the
Company
be merged into the Surviving Company.
NOW THEREFORE this Plan of Merger witnesseth as follows:
1. The constituent companies to this Plan of Merger are the Surviving Company
and Xxxxxxxx Utah.
2. The Surviving Company is Xxxxxxxx Laboratories, Ltd.
3. The Surviving Company has 100 voting shares in issue which are held by
Xxxxxxxx Utah, and Xxxxxxxx Utah has 3,300,750 voting shares in issue.
The shares issued by the said companies are entitled to vote on the merger
as one class.
4. Upon the merger, the separate corporate existence of Xxxxxxxx Utah shall
cease and the Surviving Company shall become the owner, without other
transfer, of all the rights and property of the constituent companies and
the Surviving Company shall become subject to all liabilities obligations
and penalties of the constituent companies.
5. The manner and basis of converting the shares of the constituent companies
into shares of the Surviving Company or other property shall be as
follows:
(a) each share with par value of the Surviving Company issued and
outstanding on the effective date of the merger shall be redeemed
and cancelled; and
(b) each share with par value of Xxxxxxxx Utah issued and outstanding on
the effective date shall be converted into one share of par value of
the Surviving Company.
6. The constituent documents of the Surviving Company in effect on the
effective date shall be the constituent documents of the Surviving Company
until the same shall be altered or amended or until a new constituent
documents are adopted as provided therein.
7. This Plan of Merger shall be submitted to the members of each of the
constituent companies for their approval by a resolution of members.
8. The merger shall be effective as provided by the laws of the British
Virgin Islands.
9. This Plan of Merger may be executed in counterparts.
IN WITNESS WHEREOF the parties hereto have caused this Plan of Merger to be
executed on this 21st day of November, 2000.
SIGNED and DELIVERED for and ) /s/ Xxxxxxx X. Xxxxxx, Xx.
on behalf of ) --------------------------
Xxxxxxxx Laboratories, Ltd. ) Xxxxxxx X. Xxxxxx, Xx.
by Xxxxxxx X. Xxxxxx, Xx. ) Director
a duly authorised officer )
before me: )
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx, #0000
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
NOTARY PUBLIC
SIGNED and DELIVERED for and ) /s/ W. Xxxxx Xxxxxxxx
on behalf of ) --------------------------
Xxxxxxxx Laboratories, Inc. ) W. Xxxxx Xxxxxxxx
by W. Xxxxx Xxxxxxxx ) Director
a duly authorised officer )
before me: )
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx, #0000
Xxxxxxx, XX 00000
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
NOTARY PUBLIC
