MERGER AGREEMENT BY AND BETWEEN INTEGRATED
CARBONICS, A NEVADA CORPORATION AND INTEGRATED
CARBONICS CORP. A DELAWARE CORPORATION.
This Agreement between Integrated Carbonics Corp., a Nevada
corporation (herein referred to as "Nevada") and Integrated
Carbonics Corp., a Delaware corporation, (herein referred to as
"Delaware") is entered into this 30th day of October, 1997
(herein referred to as the "Effective Date") in Las Vegas,
Nevada.
This plan of reorganization shall be a reorganization within
the meaning of Section 368(a)(1)(A) of the Internal Revenue Code,
as amended. Delaware shall merge into purchaser pursuant to
agreement of merger where the separate corporation existence of
Delaware shall cease, and shareholders shall receive common stock
of Nevada.
In order to consummate the above plan or reorganization and
in consideration of the mutual benefits to be derived and the
mutual agreements contained herein, Nevada, Delaware and the
shareholders approve and adopt this agreement and plan of
reorganization.
WHEREAS Nevada and Delaware desire to enter into this
Agreement pursuant to the terms and conditions contained herein
and for the sole purpose of redomiciling the corporation into
Nevada;
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the
parties to this Agreement, said parties agree as follows:
1. (a) The Recitals to this Agreement as above stated are
hereby fully incorporated into the terms and conditions of
the Agreement.
(b) On the Effective Date, the separate existence of Delaware
shall cease and Nevada shall continue as the surviving
corporation under the corporate name Integrated Carbonics Corp.
(c) The Articles of Incorporation and Bylaws of the surviving
corporation shall be the Articles of Incorporation and Bylaws of
Nevada in such form as they may exist immediately prior to the
consummation of the Merger. On the effective date, the officers
and directors of Nevada immediately prior to the consummation of
the Merger shall resign and the officers and directors of the
surviving corporation on the effective date shall be the officers
and directors of Delaware immediately prior to the consummation
of the merger.
(d) At the effective date, by virtue of the Merger and without
any action the part of Nevada, the Company, the Surviving
corporation or the holder of any of the following securities:
(i) Each common share of Delaware issued and outstanding
immediately prior to the effective date shall be cancelled and
extinguished and be converted into and become a right to receive
and equal number of Nevada shares. This merger is done solely
for the purpose of redomiciling the corporation and therefore
shares converted shall not become restricted by such reissuance.
(e) Delaware and Nevada are each authorized to be issued
50,000,000 shares.
2. The parties will, upon request of the other party, promptly
execute and deliver all additional documents reasonably deemed by
the other to be necessary, appropriate or desirable to complete
and evidence the sale, assignment and transfer of any Shares
pursuant to this Agreement, including, without limitation, stock
powers endorsed in blank with signatures medallion guaranteed.
3. Each party shall pay its own expenses incurred in connection
with this Agreement, except that all stock transfer taxes, if
any, payable with respect to the transfer of the Shares shall be
paid by Charter.
4. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written
agreement executed by each of the parties.
5. All notices, requests, claims, demands and other
communications shall be in writing and shall be given (and
shall be deemed to have been duly given if so given) if
delivered in person, by cable, telegram or telex, or by
registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:
INTEGRATED CARBONICS CORP.
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
6. This Agreement may be executed in two or more counterparts,
and by fax, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
document.
7. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada (regardless
of the laws that might otherwise govern under applicable
Nevada principles of conflicts of law).
8. This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by the successors and assigns of the
parties. Nothing expressed or referred to in this Agreement is
intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or
assigns any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision.
9. This Agreement and the documents expressly referred to,
constitute the entire agreement among the parties with respect to
the subject matter.
10. This Agreement shall terminate on the Effective Date unless
all actions required under this Agreement have been fully
performed.
IN WITNESS, the parties have caused this Agreement to be
duly executed and delivered on the day and year first above
written.
INTEGRATED CARBONICS CORP. INTEGRATED CARBONICS CORP.
A Nevada Corporation A Delaware Corporation
//ss ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ //ss [illegible]
Sole Incorporator and Director [Title unspecified]