ARTICLES
AND
PLAN AND AGREEMENT OF MERGER
OF
SPECTRAFAX CORP.
(a Florida corporation)
AND
SEREFEX CORPORATION
(a Delaware corporation)
PLAN AND AGREEMENT OF MERGER entered into as of April 25, 2002 by
Spectrafax Corp., a business corporation of the State of Florida ("Spectrafax"),
and approved by resolution adopted by its Board of Directors on March 11, 2002,
and entered into as of April 25, 2002 by Serefex Corporation, a business
corporation of the State of Delaware ("Serefex"), and approved by resolution
adopted by its Board of Directors on March 11, 2002.
WHEREAS, Spectrafax is a business corporation of the State of Florida with
its registered office therein located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000,
Xxxx xx Xxxxxx, 00000-0000 Xxxxxx of Xxxxxxx; and
WHEREAS, the total number of shares of stock which Spectrafax has authority
to issue 40,000,000, all of which are of one class and of a par value of $.0001
each and of which 32,915,374 are issued and outstanding; and
WHEREAS, Serefex is a business corporation of the State of Delaware with
its registered office therein located at 0 Xxxx Xxxxxxxxxx Xxxxxx, Xxxx xx
Xxxxx, 00000 County of Kent; and
WHEREAS, the total number of shares of stock which Serefex has authority to
issue is 300,000,000, all of which are of one class and of a par value of $.0001
each and of which none Led and outstanding; and
WHEREAS, the Florida 1989 Business Corporation Act (the "Florida Act")
permits a merger of a business corporation of the State of Florida with and Into
a business corporation of another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Delaware permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the State Delaware; and
WHEREAS, Spectrafax and Serefex and the respective Boards of Directors
thereof deem sable and to the advantage, welfare, and best interests of said
corporations and their live stockholders to merge Spectrafax with and into
Serefex pursuant to the provisions of the Florida Act and pursuant to the
provisions of the of the General Corporation Law of the State of Delaware upon
the terms and conditions hereinafter set forth.
effective time of the merger, and which is sometimes hereinafter referred to as
the "Sill corporation", and which shall continue to exist as said surviving
corporation under its] name pursuant to the provisions of the General
Corporation Law of the state of Delaware ( separate existence of Spectrafax,
which is sometimes hereinafter referred to as the "tem! corporation", shall
cease at said effective time IN accordance with the provisions of the] Act.
2. The Certificate of Incorporation of Serefex shall be the Certificate;
Incorporation of the surviving corporation as the same shall be in force and
effect at the time in the State of Delaware of the merger herein provided for;
and said Certificate of Incorporation shall continue to be the Certificate of
Incorporation of said surviving Corp. until amended and changed pursuant to the
provisions of the General Corporation Law State of Delaware.
3. The present by-laws of the surviving corporation will be the by-laws
(surviving corporation and will continue in full force and effect until changed,
altered or an as therein provided and in the manner prescribed by the provisions
of the General Corp. Law of the State of Delaware. j
4. The directors and officers in office of the surviving corporation at the
ef time of the merger shall be the members of the first Board of Directors and
the first offi, the surviving corporation, all of whom shall hold their
directorships and offices Ulltil the e and qualification of their respective
successors or until their tenure is otherwise termin, accordance with the
by-laws of the surviving corporation.
5. Each issued share of the teffi1inating corporation shall, at the
effective time merger, be converted into one share of the surviving
corpol'ation. The currently issued sh the sm-viving corporation shall not be
converted or exchallged in any manner, but each sai( which is issued and
outstanding immediately prior to the effecti'i"e time of the merge remain issued
and outstanding.
6. The Plan and Agreement of Merger herein made and approved was submj the
shareholders of the tenninating corporation on March 11,2002 for th~irapproval
or re. in the manner presented by the Florida Act. The surviving corporation
does no- shareholders as of April 25, 2002 and thus no shal-eholder approval of
the Plal1 and Agreen Merger is required pursuant to the Delaware General
Corporation Law.
9. The effective time of this PLAN and Agreement of Merger, and the merger
herein agreed upon shall become effective IN the State of Delaware, shall be
upon filing and acceptance
IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby.
April 25, 2002
/s/ Xxxxxx Xxxxxxx /s/ Xxxxx XxXxxxxx
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Spectrafax Corporation Serefex Corporation
