AGREEMENT AND PLAN OF MERGER
BETWEEN
GENROCO, INC.
AND
CARLSGOOD, INC.
AGREEMENT AND PLAN OF MERGER dated March 7, 1990 by and between GENROCO, Inc.
("Merging Corporation"), a Nevada corporation, and Carlsgood, Inc. ("Surviving
Corporation"), a Wisconsin corporation (said corporations being hereinafter
sometimes collectively referred to as the "Constituent Corporations").
WHEREAS, the authorized capital stock of the Merging Corporation consists of
50,000,000 shares of common stock, par value $.001 per shares of which
14,625,000 shares are issued and outstanding, and 10,000,000 shares of preferred
stock, $.001 par value of which no shares are issued and outstanding; and
WHEREAS, the authorized common stock of the Surviving Corporation consists of
2,500,000 shares of common stock, $.02 par value per share, of which 100 are
issued and outstanding and 500,000 shares of preferred stock, $.02 par value per
share, of which no shares are issued and outstanding; and
WHEREAS, the respective shareholders and boards of directors of the Merging
Corporation and the Surviving Corporation deem it advisable that the Merging
Corporation be merged into the Surviving Corporation pursuant to this Agreement
and the applicable provisions of the laws of the State of Wisconsin and the
State of Nevada;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties hereby agree, that the Merging Corporation shall be merged into the
Surviving Corporation which will continue its corporate existence and be the
surviving corporation and the terms and conditions of the merger hereby agreed
upon (hereinafter called the "Merger") which the parties covenant to observe,
keep and perform and the mode of carrying the same into effect are and shall be
as hereinafter set forth:
ARTICLE I
Merger
Upon the date herein designated as the effective date of the Merger (hereinafter
referred to as the "effective date of the Merger"), the separate existence of
the Merging Corporation shall cease and the Merging Corporation shall be merged
into the Surviving Corporation. The effective date of the Merger is hereby
designated as the close of business on March 31, 1990.
ARTICLE II
Article of Incorporation; Bylaws
Except the hereinafter provided, the Articles of Incorporation and the Bylaws of
the Surviving Corporation as then in effect shall on the effective date of the
Merger become the Articles of Incorporation and the Bylaws of the Surviving
Corporation. Upon the effective date of the Merger, Article I of the Articles
of Incorporation of the Surviving Corporation shall be amended in its entirety
to read as follows:
"ARTICLE I
The Name of the Corporation is GENROCO, INC."
------------
ARTICLE III
Directors and Officers
The officers and directors of the Surviving Corporation on the effective date of
the Merger shall be the officers and directors of the Surviving Corporation
until their respective successors are duly elected and qualified.
ARTICLE IV
Conversion and Exchange of Shares
The manner of converting and exchanging the shares of each of the Merging
Corporation and the Surviving Corporation shall be as follows:
A. CANCELLATION OF THE SURVIVING CORPORATION'S SHARES
--------------------------------------------------
The 100 shares of common stock of the Surviving Corporation issued and
outstanding on the effective date of the Merger shall, by virtue of the
Merger and without any action on the part of the holder thereof, be retired
and cancelled and the consideration which the holder paid for these shares,
namely $2.00, shall be returned to the holder by the Surviving Corporation.
B. CONVERSION OF MERGING CORPORATION'S SHARES INTO SURVIVING
---------------------------------------------------------
CORPORATION'S SHARES
--------------------
Upon the effective date of the Merger, the Surviving Corporation shall
issue one share of its common stock for each twenty shares of common stock
the holder owns in the Merging Corporation, said conversion to be by virtue
of the Merger and without any action on the part of the holder of the
Merging Corporation's shares. The Merging Corporation may issue fractional
shares.
ARTICLE V
Further Assurances
------------------
At any time and from time to time after the Merger, the parties shall execute
and deliver such instruments and to take such other actions as may reasonably be
required to accomplish the transactions contemplated by this Agreement and Plan
of Merger.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger
pursuant to the authority duly given by their respective shareholders and boards
of directors as of the date first written above.
GENROCO, INC.
(Merging Corporation)
(No Corporate Seal) By: /s/ Xxxx X. Pick
---------------------------
Xxxx X. Pick, President
Attest: /s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx, Secretary
Carlsgood, Inc.
(Surviving Corporation)
(No Corporate Seal) By: /s/ Xxxx X. Pick
---------------------------
Xxxx X. Pick, President
Attest: /s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx, Secretary
STATE OF WISCONSIN )
: ss.
COUNTY OF )
On this 7th day of March, 1990, personally came before me, a notary public, the
above named Xxxx X. Pick and Xxxxx Xxxxxx, who acknowledged that they executed
the foregoing Agreement and Plan of Merger as President and Secretary of each of
the constituent corporations.
-----------------------------------
Notary Public, State of Wisconsin
My Commission: --------------------
CARLSGOOD, INC.
UNDERTAKING
-----------
Pursuant to NRS 78.490, the undersigned corporation, a Wisconsin Corporation,
being the Surviving Corporation in a Merger between GENROCO, INC., a Nevada
Corporation, and itself, does hereby agree that the undersigned corporation may
be served with process in the State of Nevada in any proceeding for enforcement
of any obligation of any constituent corporation organized and existing before
the Merger, under the laws of the State of Nevada, including any amount fixed by
appraisers or the District Court pursuant to the provisions of NRS 78.510.
Additionally, the undersigned corporation does hereby irrevocably appoint the
Secretary of State of the State of Nevada as the undersigned's agent to accept
service of process in an action for the enforcement of payment of any such
obligation or any amount fixed by the appraisers. Additionally, the undersigned
corporation does hereby specify the following address to which a copy of the
process may be mailed by the said Secretary of State: 000 Xxxxxx Xxxxxxx Xxxxx
Xxxxx, Xxxxxxx, Xxxxxxxxx, 00000, Attention Xxxx X. Pick.
Dated March 7, 1990
Carlsgood, Inc.
(Soon to be named GENROCO, INC.)
(A Wisconsin Corporation)
(No Corporate Seal) By: /s/ Xxxx X. Pick
---------------------------
Xxxx X. Pick, President
Attest: /s/ Xxxxx Xxxxxx
-----------------------
Xxxxx Xxxxxx, Secretary
STATE OF WISCONSIN )
: ss.
COUNTY OF )
On this 7th day of March, 1990, personally came before me, a notary public, the
above named Xxxx X. Pick and Xxxxx Xxxxxx, the President and Secretary of
Carlsgood, Inc., a Wisconsin Corporation, who acknowledged that they executed
the Undertaking required by NRS 78.490 on behalf of the corporation.
-----------------------------------
Notary Public, State of Wisconsin
My Commission: --------------------
