AGREEMENT OF MERGER
This Agreement of Merger ("the Agreement") is made and entered into as of
October 16, 1998, by and among TechLite, Inc., an Oklahoma corporation ("the
Company"); TechLite Applied Sciences, Inc., an Oklahoma corporation ("TechLite
Applied Sciences"); and SuperCorp Inc., an Oklahoma corporation ("SuperCorp").
WHEREAS, the Directors of the Company and the Directors of TechLite Applied
Sciences have each agreed to submit to their respective shareholders, for such
shareholders' approval or rejection, the merger of TechLite Applied Sciences
into the Company ("the Merger") in accordance with the provisions of the
Oklahoma General Corporation Act, other applicable law and the provisions of
this Agreement; and
WHEREAS, SuperCorp is the controlling shareholder of the Company;
NOW, THEREFORE, in consideration of the promises, undertakings and mutual
covenants set forth herein, the Company, TechLite Applied Sciences, and
SuperCorp agree as follows:
1. Merger; Effective Date.
-----------------------
Pursuant to the terms and provisions of this Agreement and of the Oklahoma
General Corporation Act, and subject to the prior approval by the shareholders
of each of the Company and TechLite Applied Sciences, TechLite Applied Sciences
shall be merged with and into the Company, as confirmed by the filing by the
Company of a certified copy of this Agreement, a certificate of merger, or
articles of merger with the Secretary of State of the State of Oklahoma ("the
Effective Date"). The Company shall be the surviving corporation ("the Surviving
Corporation"). The Company and TechLite Applied Sciences shall be referred to
hereinafter collectively as the "Constituent Corporations." On the Effective
Date, the separate existence and corporate organization of TechLite Applied
Sciences, except insofar as it may be continued by statute, shall cease and the
Company shall continue as the Surviving Corporation, which shall succeed,
without other transfer or further act or deed whatsoever, to all the rights,
property and assets of the Constituent Corporations and shall be subject to and
liable for all the debts and liabilities of each; otherwise, its identity,
existence, purposes, rights, immunities, properties, liabilities and obligations
shall be unaffected and unimpaired by the Merger except as expressly provided
herein. This Agreement supersedes all previous agreements among the parties
hereto relating to the Merger.
2. Articles of Incorporation and Bylaws.
-------------------------------------
The Articles of Incorporation and Bylaws of the Surviving Corporation shall
be the Articles of Incorporation and Bylaws of the Company as in effect on the
Effective Date.
Exhibit 2
Page 1 of 4 Pages
3. Directors.
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The directors of TechLite Applied Sciences on the Effective Date shall
become the directors of the Surviving Corporation from and after the Effective
Date, who shall hold office subject to the provisions of the Articles of
Incorporation and Bylaws of the Surviving Corporation, until their successors
are duly elected and qualified.
4. Officers.
---------
The officers of TechLite Applied Sciences on the Effective Date shall
become the officers of the Surviving Corporation from and after the Effective
Date, subject to such powers with respect to the designation of officers as the
directors of the Surviving Corporation may have under its Articles of
Incorporation and Bylaws.
5. Manner of Conversion.
---------------------
The manner of converting the shares of capital stock of the Constituent
Corporations into shares of the Surviving Corporation shall be as follows:
5.1. The shares of capital stock of TechLite Applied Sciences
which shall be issued and outstanding on the Effective Date shall, on the
Effective Date, be cancelled and exchanged for 2,209,903 shares of Common Stock
("the Merger Shares") of the Company.
5.2. There shall be 195,556 shares of Common Stock, $0.001 par
value, of the Company issued and outstanding prior to the Effective Date ("the
Spinoff Shares") and held of record by SuperCorp, which shares shall, on the
Effective Date, continue to be outstanding and which shall have been distributed
by the record holder thereof, SuperCorp, to its shareholders ("the Spinoff").
5.3 There shall be 48,888 shares of Common Stock of the
Company issued and outstanding prior to the Effective Date and held by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ or their designees or assignees ("the Consultants'
Shares"), which shares, on the Effective Date, shall continue to be issued and
outstanding.
5.4 There shall be no options or warrants to purchase shares
of Common Stock of the Company or TechLite Applied Sciences outstanding on the
Effective Date.
6. Representations and Warranties.
-------------------------------
SuperCorp and the Company jointly represent and warrant to, and agree with,
TechLite Applied Sciences that:
6.1 The Company has been duly organized and is validly
existing under the Oklahoma General Corporation Act. The Company has no
subsidiary and does not own an equity interest in any entity.
6.2 The authorized capital of the Company is 50,000,000 shares
of capital stock, which is of two classes as follows:
Exhibit 2
Page 2 of 4 Pages
Number of Par value
Class Series Shares of shares
----- ------ ---------- ---------
Common None 40,000,000 $0.001
Preferred To be designated 10,000,000 $0.001
by the directors
6.3 As of the Effective Date but immediately before giving
effect to the Merger, the Company has outstanding capital as follows: 244,444
shares of Common Stock, $0.001 par value. No other shares, options, warrants or
any rights to acquire the Company's capital stock will be issued and outstanding
as of the Effective Date but immediately before giving effect to the Merger. The
shares of Common Stock to be issued in connection with the Merger, when issued,
delivered and sold, will be duly and validly issued and outstanding, fully paid
and non-assessable, will not have been issued in violation of or subject to any
preemptive or similar rights and will be free from any lien, charge, encumbrance
or other security interest or third party right or interest.
6.4 The Company has no liabilities or obligations, whether
absolute, contingent or otherwise.
6.5 As of the Effective Date, the financial statements of the
Company shall not vary in any particular from the Company's financial statements
that appear in the registration statement described in paragraph 7 below.
6.6 As of the Effective Date, the Merger and the Agreement
will have been duly authorized and approved by the Company's directors and
shareholders.
6.7 The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the United
States Investment Company Act of 1940, as amended.
7. Conditions of TechLite Applied Sciences's obligations.
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The obligations of TechLite Applied Sciences to complete the Merger as
provided herein shall be subject to the accuracy of the representations and
warranties of SuperCorp and the Company herein contained as of the Effective
Date, to the performance by the Company and SuperCorp of their obligations
hereunder and to the following additional conditions:
7.1 The Merger Shares and the Spinoff Shares of Common Stock
of the Company to be distributed pursuant to the provisions of paragraph 5.1 and
5.2 above shall, prior to the distribution thereof, be registered pursuant to
the provisions of the Securities Act of 1933, as amended, by virtue of the
filing of the appropriate registration statements with the U.S. Securities and
Exchange Commission.
Exhibit 2
Page 3 of 4 Pages
7.2 SuperCorp shall have distributed the Spinoff Shares to an
escrow agent, as described in the registration statements filed with the SEC.
7.3 The directors and the shareholders of TechLite Applied
Sciences are free to approve or disapprove the Merger in their full discretion.
8. Tax Treatment.
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The merger of the Company and TechLite Applied Sciences shall be
accomplished as a tax-free reorganization.
9. Certificate of Merger.
----------------------
Upon the approval of the merger by the shareholders of the Company and of
TechLite Applied Sciences, the officers of the Company shall file with the
Secretary of State, State of Oklahoma either a certified copy of this Agreement,
a Certificate of Merger, or other required filing containing terms and
provisions consistent with this Agreement of Merger; provided, however, that at
any time prior to the filing of this Agreement (or a certificate in lieu
thereof) with the Secretary of State, State of Oklahoma, the Agreement may be
terminated by the board of directors of TechLite Applied Sciences
notwithstanding approval of this Agreement by the shareholders of TechLite
Applied Sciences or of the Company.
TechLite, Inc., an Oklahoma
corporation
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President
TechLite Applied Sciences,
Inc., an Oklahoma
corporation
By:/s/ ▇. ▇. ▇▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇▇, Chief
Executive Officer
SuperCorp Inc.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
President
Exhibit 2
Page 4 of 4 Pages