EXHIBIT 10.1
PLAN OF MERGER
PLAN OF MERGER
This Plan of Merger is made effective the 25th day of April, 2002, between The
Board of Directors, acting as trustees of Life USA, Inc., a dissolved Colorado
corporation ("Predecessor"), the merging corporation, and Life USA, Inc., a
Colorado corporation organized on April 24, 2002 ("Life USA, Inc."), (the
surviving corporation). As of the date hereof Predecessor shall be merged into
Life USA, Inc. under the laws of the State of Colorado.
1. RECITALS. Common stock is the only class of outstanding stock of the
Predecessor. Predecessor was administratively dissolved in 1999 and as a
completion of the winding up of its affairs desires to be merged into Life USA,
Inc. (the "Merger"). The corporations desire to adopt this Plan of Merger under
which Predecessor will be merged into Life USA, Inc. The Boards of Directors of
the corporations deem it advisable and in the best interest of the corporations
and shareholders of the corporations that Predecessor merge and combine with
Life USA, Inc. as set forth in this Plan of Merger.
2. TERMS AND CONDITIONS. The terms and conditions of the Merger are set
forth herein.
3. CONVERSION OF SECURITIES. The Merger shall provide for the following
issuance and exchange of securities:
a. The authorized shares of Life USA, Inc. shall remain unchanged as a
result of the Merger. Each issued and outstanding share of Predecessor
shall be converted into one fully paid and nonassessable share of Life USA,
Inc.
b. From and after the effective date of the Merger, certificates
representing shares of Predecessor and shares representing issued and
outstanding stock of Life USA, Inc. as of the effective date of the Merger
(collectively, "Old Shares") shall be deemed to represent only the right to
shares of the new stock in Life USA, Inc. to which the shareholder would be
entitled ("New Shares").
c. After the Effective Date of the Merger, it shall not be necessary
for the holder of the Old Shares to surrender certificates evidencing their
Old Shares, for the New Shares on the basis set forth above. The old
certificates shall be recognized as valid.
4. CORPORATE EXISTENCE. Life USA, Inc. shall continue in existence
unchanged at the time of Merger. The separate existence Predecessor shall
thereupon cease and the constituents shall become a single corporation in
accordance with this Plan of Merger.
5. NO AMENDMENTS TO ARTICLES OF INCORPORATION. The Articles of
Incorporation of Life USA, Inc. shall not be amended as a result of the Merger.
6. MISCELLANEOUS.
a. This Plan of Merger and all questions arising hereunder shall be
governed by the laws of the State of Colorado.
b. This Plan of Merger shall be interpreted in such a manner as to
render it enforceable to the maximum degree possible. In the event that any
clause of this Plan of Merger is found to be illegal or unenforceable, such
clause shall be severed or modified to the extent necessary to make the
remainder of this Plan of Merger enforceable, and as so severed or
modified, this Plan of Merger shall remain in full force and effect.
Dated the day and year first set forth above.
LIFE USA, INC.,
a dissolved Colorado corporation
Board of Directors
Acting as Trustees
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LIFE USA, Inc.,
a Colorado corporation
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