AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (this "Merger Agreement") is entered into as
of December 2, 1999, by and among Adrenalin Interactive, Inc., a Delaware
corporation ("Adrenalin"), Adrenalin Acquisition Corporation, a California
corporation (the "Merger Sub"), and McGlen Micro Inc., a California corporation
("McGlen").
1. McGlen is a California corporation organized on May 6, 1996, and has
25,770,000 shares of common stock outstanding (the "McGlen Common Stock").
2. The Merger Sub is a California corporation organized on April 28,
1999 and has 1,000 shares of common stock outstanding.
3. The Merger Sub is a wholly-owned subsidiary of Adrenalin.
4. The Merger Sub shall be merged with and into McGlen (the "Merger")
and McGlen shall be the surviving corporation (the "Surviving Corporation").
5. The Merger shall become effective at the time of the filing of this
Merger Agreement with the California Secretary of State (the "Effective Time").
6. The Merger shall have the effect set forth in Section 1107 of the
California General Corporation Law (the "California Law"). Without limiting the
generality of the foregoing, at the Effective Time, the separate existence of
the Merger Sub shall cease and the Surviving Corporation shall succeed, without
other transfer, to all rights and property of the Merger Sub and shall be
subject to all debts and liabilities of the Merger Sub in the same manner as if
the Surviving Corporation had itself incurred them. All rights of creditors and
all liens upon the property of the Merger Sub and the Surviving Corporation
shall thereafter be preserved unimpaired, provided that such liens upon property
of the Merger Sub shall be limited to the property affected thereby immediately
prior to the time the Merger is effective.
7. The Articles of Incorporation of McGlen are not amended by the
Merger.
8. Each share of the Merger Sub issued and outstanding immediately
prior to the Effective Time shall be converted at the Effective Time into and
become one share of common stock of the Surviving Corporation.
9. Subject to Section 13, each share of McGlen Common Stock issued and
outstanding immediately prior to the Effective Time shall be converted at the
Effective Time into 0.9889611 shares of Adrenalin Common Stock, $.03 par value
(the "Adrenalin Stock"), and each option, warrant or right to purchase a share
of McGlen Common Stock ("Option") shall be converted at the Effective Time into
the right to purchase 0.9889611 shares of Adrenalin stock.
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10. Promptly after the Effective Time, each McGlen shareholder who had
surrendered a certificate for McGlen Common Stock (a "McGlen Certificate") to
the Surviving Corporation, together with such documents as Adrenalin shall
reasonably request, shall be entitled to receive in exchange therefor a
certificate representing that number of shares (rounded down to the nearest
whole number) of Adrenalin Stock which such shareholder has the right to receive
pursuant to Section 9. Each McGlen shareholder who has surrendered an Option to
the Surviving Corporation together with such documents as Adrenalin shall
reasonably request, shall be entitled to receive and exchange therefore, a
certificate representing a like Option to purchase that number of shares
(rounded down to the nearest whole number) of Adrenalin Stock, which such
shareholder has the right to receive pursuant to Section 9. Each McGlen
Certificate or Option so surrendered shall forthwith be canceled. Until
surrendered as contemplated by this Section 10, each McGlen Certificate or
Option shall be deemed at any time after the Effective Time to represent only
the right to receive upon such surrender (i) the certificates representing
shares of Adrenalin Stock as contemplated by this Section 10, (ii) a cash
payment in lieu of any fractional shares of Merger Sub Stock as contemplated by
Section 13 and (iii) any dividends or distributions with a record date after the
Effective Time theretofore paid or payable with respect to Adrenalin Stock as
contemplated by Section 11.
11. Dividends and other distributions declared or made after the
Effective Time with respect to Adrenalin Stock with a record date after the
Effective Time shall be paid to the holder of any unsurrendered McGlen
Certificate with respect to the Adrenalin Stock represented thereby.
12. All shares of Adrenalin Stock issued upon the surrender for
exchange of shares of McGlen Common Stock in accordance with the terms hereof
(including any cash paid pursuant to Section 11 or 13) shall be deemed to have
been issued in full satisfaction of all rights pertaining to such shares of
McGlen Common Stock, and, at and after the Effective Time, there shall be no
further registration of transfers on the stock transfer books of McGlen of the
shares of McGlen Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, McGlen Certificates are presented
to McGlen for any reason, they shall be canceled and exchanged as herein
provided.
13. No certificates or script representing fractional shares of the
Merger Sub Stock shall be issued upon the surrender for exchange of McGlen
Certificates pursuant to Section 10 and no dividend, stock split or other change
in the capital structure of the Merger Sub shall relate to any fractional
security, and such fractional interests shall not entitle the owner thereof to
vote or to any rights as a security holder of Merger Sub. Each McGlen
shareholder shall be entitled to an amount of cash equal to $4.00 multiplied by
the fractional share interest of the Surviving Corporation stock to which such
shareholder is entitled.
14. None of the McGlen shareholders has exercised appraisal rights
with respect to the McGlen Common Stock in accordance with Sections 1300, et
seq. of the California Law.
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15. The Merger Sub, Adrenalin, McGlen and the holders of McGlen Common
Stock are parties to an Agreement and Plan of Merger dated April 28, 1999, as
amended (the "Plan of Merger"). This Merger Agreement and the Plan of Merger are
intended to be construed together in order to effectuate their purposes.
16. This Merger Agreement and the Plan of Merger are intended as a
plan of reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended.
IN WITNESS WHEREOF, the parties have caused this Merger Agreement to be
executed on their behalf by the undersigned, thereunto duly authorized.
"MERGER SUB" ADRENALIN ACQUISITION
CORPORATION
By: /s/Xxx Xxxxx
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Xxx Xxxxx III, President
By: /s/Xxx Xxxxx
------------
Xxx Xxxxx III, Secretary
"ADRN" ADRENALIN INTERACTIVE, INC.
By: /s/Xxx Xxxxx
------------
Xxx Xxxxx III, President
By: /s/Xxxxxxx Xxxxxxxxxx
---------------------
Xxxxxxx Xxxxxxxxxx, Secretary
"MCGLEN" MCGLEN MICRO INC.
By: /s/Xxxx Xxxx
------------
Xxxx Xxxx, President
By: /s/Xxxxxx Xxx
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Xxxxxx Xxx, CEO
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"PRINCIPAL SHAREHOLDERS" /s/Xxxxxx Xxx
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XXXXXX XXX, an individual
/s/Xxxx Xxxx
------------
XXXX XXXX, an individual
ACST COMPUTER INC.
By: /s/Xxxx Xxxx
------------
Xxxx Xxxx, President and Secretary
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