Struthers Inc/Sc Sample Contracts

Struthers Inc/Sc – AGREEMENT AND PLAN OF MERGER (August 23rd, 2004)

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER dated as of August 6, 2004 is among SeaSearch Scientific Corporation ("SSC"), a Nevada Corporation, and Global Marine Ltd. "Global"), a Nevada corporation. SSC and Global are herein sometimes called the "Constituent Corporations." The parties wish to effect the acquisition of SSC by Global throuh a merger of SSC into STTJ on the terms and conditions hereof. This Agreement is intended to be a "plan of reorganization" within the meaning of ss368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, in consideration of the mutual representations, warranties and covenants contained herein, the parties hereto agree as follows: SECTION 1 - THE MERGER 1.1 The Merger. Upon the terms and subject to the conditions hereof, and in accordance with the Laws of the State of Nevada ("NCL"), SSC shall be merged with and into Global (the "Merger"). The Merger shall occur at the

Struthers Inc/Sc – CERTIFICATE OF CHANGE OF THE ARTICLES OF INCORPORATION OF (February 21st, 2002)

CERTIFICATE OF CHANGE OF THE ARTICLES OF INCORPORATION OF STRUTHERS, INC. (the "Corporation") (PURSUANT TO NRS 78.209) The undersigned, being respectively the President and Secretary of the Corporation, do hereby certify: 1. The original articles were filed with the Office of the Secretary of State on October 10, 1995. 2. That the Board of Directors of the Corporation at a meeting duly held on the 5th day of November, 2001 adopted a resolution to change the number of shares of Common Stock by increasing the number of authorized shares of Common Stock, par value $.001, by Five Hundred Million (500,000,000) shares. 3. The total current number of shares of all classes of stock which the Corporation has authority to issue is Nine Hundred Six Million Five Hundred Twenty Thousand (906,520,000) consisting of: (A) Nine Hundred Million (900,000,000) shares of common stock, par value $.001 (the "Common Stock");

Struthers Inc/Sc – COMMON STOCK PURCHASE AGREEMENT (May 4th, 2001)

EXHIBIT 10.7 COMMON STOCK PURCHASE AGREEMENT BETWEEN ALPHA VENTURE CAPITAL, INC. AND STRUTHERS, INC. ---------------------------------------------------------------- DATED AS OF MARCH 23, 2001 ---------------------------------------------------------------- -71- This COMMON STOCK PURCHASE AGREEMENT is entered into as of the 23rd day of March, 2001 (this "Agreement"), between Alpha Venture Capital, Inc., a corporation organized and existing under the laws of the Cook Islands (the "Investor"), and Struthers, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"). WHEREAS, the parties desi

Struthers Inc/Sc – REGISTRATION RIGHTS AGREEMENT (May 4th, 2001)

EXHIBIT 10.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of March 23, 2001, between Struthers, Inc., a Nevada corporation (the "COMPANY") and Alpha Venture Capital, Inc. (the "PURCHASER"). This Agreement is being entered into pursuant to the Common Stock Purchase Agreement, dated as of the date hereof between the Company and the Purchaser (the "PURCHASE AGREEMENT"). The Company and the Purchaser hereby agree as follows: 1. DEFINITIONS. ----------- Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "ADVICE" shall have meaning set forth in Se

Struthers Inc/Sc – ASSIGNMENT AND ASSUMPTION OF LEASE (April 13th, 2000)

ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease is made as of the 2nd day of November, 1999, by and between Struthers, Inc., a Nevada corporation ("Assignor") and Legred Struthers Genetics, Inc., a Nevada corporation ("Assignee"). WITNESSETH: Whereas, Assignee is a wholly owned subsidiary of Assignor; and Whereas, Assignor desires to assign to Assignee all of Assignor's right, title and interest in and to that certain Lease dated November 2, 1999, by and between Assignor, as Tenant, and Bret Legred and Julie Legred as Lessors, for premises described in Exhibit "A" attached hereto (the "Lease"); Now, therefore, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties hereto, Assignor and Assignee do hereby agree as follows: 1. ASSIGNMENT. Assignor