[DESCRIPTION] Plan of Merger between HAI Enterprises and Wrapsters
PLAN OF MERGER
BETWEEN AND AMONG
WRAPSTER'S, L.C.
AND
HAI ENTERPRISES, INC.
THIS PLAN OF MERGER, dated this 19th day of February, 1998, pursuant to
Section 7-90-203 of the Colorado Corporations and Associations Act
(hereinafter referred to as the "Act"), are entered into by and between the
entities named in Section 2 below, which are referred to herein collectively
as the Constituent Entities.
1. AGREEMENT TO MERGE. The Constituent Entities hereby agree to merge,
and the terms and conditions of said merger, the method of carrying the same
into effect and the manner and basis of converting or exchanging the ownership
interests of the owners consisting of membership interests of the members of
Wrapster's, L.C., a Florida limited liability company, and shares of no par
common stock of HAI Enterprises, Inc., into different ownership interests or
other consideration, and the manner of dealing with the ownership interests
of the Constituent Entities not to be so converted or exchanged, are and shall
be as set forth herein.
2. PARTIES. The parties to this Plan of Merger are Wrapster's, L.C., a
Florida limited liability company (hereinafter referred to as "Wrapsters"), and
HAI Enterprises, Inc., a corporation organized under the laws of the State of
Colorado (hereinafter referred to as "HAI").
3. SURVIVING ENTITY. HAI shall be the surviving entity and shall remain
organized under the laws of the State of Colorado following the merger
(hereinafter sometimes referred to as "Successor").
4. NAME OF SURVIVING ENTITY. The name of the surviving entity, HAI
Enterprises, Inc. shall be changed to "Wrapsters, Inc."
5. PRINCIPAL OFFICES. The principal office of HAI in the State of Colorado
is ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The
principal office of Wrapsters in the State of Florida is ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The street address of the Successor following
the merger is ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
6. MANNER AND BASIS OF CONVERSION OF LIMITED LIABILITY MEMBERSHIP
INTERESTS. The manner and basis of converting or exchanging the shares of no
par common stock of HAI (hereinafter "HAI Common Stock") with the membership
interests of the members of Wrapsters or other consideration and the treatment
of any membership interests of Wrapsters not to be so converted or exchanged on
the Effective Date shall be as follows:
(a) Each membership interest of Wrapsters, if any, which remains
unissued on the Effective Date of this merger shall be canceled.
(b) Each share of HAI Common Stock which is issued and outstanding
on the Effective Date of this merger shall remain issued and outstanding as one
share of HAI Common Stock.
8. MODIFICATIONS TO THIS PLAN. The Constituent Entities, by mutual consent
of their respective management groups, the managers of Wrapsters and the board
of directors of HAI, may amend, modify and supplement this Plan of Merger in
such manner as may be agreed upon by them in writing at any tine before or
after approval or adoption thereof by the members of Wrapsters or the
stockholders of HAI or all of them; provided, however, that no such amendment,
modification or supplement shall affect the rights of members or stockholders of
any of the Constituent Entities in a manner which is materially adverse to
such members or stockholders in the judgment of their respective management
groups.
9. CONTINGENCY. The merger provided for by this Plan of Merger shall be
subject to Santa ▇▇▇▇ Squeeze, Inc., a Texas corporation, purchasing 3,800,000
shares of Common Stock of HAI and 113,500 shares of Series B Redeemable
Convertible Preferred Stock of HAI for an aggregate of $1,000,000 on the
Effective Date as defined below.
10. EFFECTIVE DATE. The Merger provided for by this Plan of Merger shall
become effective, and the separate existence of Wrapsters, except insofar as
continued by statute, shall cease on the date (the "Effective Date") that a
Statement of Merger, duly advised, approved, signed, and delivered by Wrapsters
and Successor as required by the laws of the State of Colorado, is filed for
record with the Secretary of State.
IN WITNESS WHEREOF, Wrapsters and HAI, the Constituent Entities to the
merger, have caused this Plan of Merger to be signed in their respective
entity names and on their behalf by the persons authorized to sign on behalf
of such Constituent Entities by their respective Constituent Operating
Documents as of the 19th day of February, 1998.
WRAPSTER'S, L.C.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Manager
HAI ENTERPRISES INC.
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President