AGREEMENT AND PLAN OF MERGER between YARRAMAN WINERY, INC. and GLOBAL BEVERAGES, INC. Dated as of December 10th, 2009
between
and
GLOBAL
BEVERAGES, INC.
Dated as
of December 10th, 2009
AGREEMENT
AND PLAN OF MERGER, dated as of December 10th, 2009, between Yarraman Winery,
Inc., a Nevada corporation (“Parent”), and Global Beverages, Inc., a Nevada
corporation and a direct wholly-owned subsidiary of Parent (“Global”). Parent
and Global are hereinafter collectively referred to as the “Constituent
Corporations.”
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is advisable and in the
best interests of the respective companies and their shareholders to enter
into a business combination by means of the merger of Global with and into
Parent (the “Merger”) and has approved and adopted this Agreement and Plan of
Merger (the “Agreement”);
NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. MERGER
AND EFFECTIVE TIME. Effective upon the filing of the articles of
merger (the “Articles of Merger”), entered into concurrently herewith, with the
Secretary of State of the State of Nevada (the “Effective Time”), Global shall
be merged with and into Parent (the “Merger”) and Parent shall be the surviving
corporation of the Merger (the “Surviving Corporation”).
2. EFFECT
OF MERGER. At the Effective Time, the Constituent Corporations shall merge into
the Surviving Corporation and the separate existence of the Constituent
Corporations shall cease. The effect of the Merger shall be as provided in the
Nevada Revised Statutes. Without limiting the generality of the foregoing, all
rights, powers, privileges, obligations and duties of Global shall become the
rights, powers, privileges, obligations and duties of the Surviving
Corporation.
3. NAME
OF SURVIVING CORPORATION. The name of the Surviving Corporation shall be “Global
Beverages, Inc.”
4.
GOVERNING DOCUMENTS. The Articles of Incorporation of Parent, as amended to the
extent provided in the Articles of Merger, and the Bylaws of Parent, as in
effect at the Effective Time, shall continue in full force and effect as the
Articles of Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed as permitted by the provisions of Nevada Revised Statutes,
as amended.
5.
DIRECTORS AND OFFICERS. At the Effective Time, the directors and the
officers of the Surviving Corporation shall be the incumbent directors and
officers of Parent, all of whom shall hold their directorships and officers
until the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the Articles of
Incorporation or Bylaws of the Surviving Corporation.
6.
CONVERSION OF SECURITIES AND CONSIDERATION. At the Effective Time, by virtue of
the Merger and in consideration therefor, and without any action on the part of
the Constituent Corporations or any stockholder thereof, (i) each share of
Global Common Stock shall be cancelled, and (ii) each share of Parent’s Common
Stock shall remain unchanged in the hands of the holder thereof as an
outstanding share of the Surviving Corporation.
7.
REPRESENTATIONS OF PARENT. Parent represents and warrants to Global that as of
the date of this Agreement and as of the Effective Time (a) it is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, (b) it has all requisite corporate power and
authority to enter into and perform its obligations under this Agreement and
Plan of Merger and to execute the Articles of Merger and to perform its
obligations hereunder, (c) this Agreement has been duly executed and delivered
by Parent, and has been authorized by all necessary corporate action, and
constitutes the legal, valid and binding obligations of Parent, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Articles of
Incorporation or Bylaws of Parent.
8.
REPRESENTATIONS OF GLOBAL. Global represents and warrants to Parent that as of
the date of this Agreement and as of the Effective Time (a) it is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada, (b) it has all requisite corporate power and authority to enter
into and perform its obligations under this Agreement and to perform its
obligations hereunder, (c) this Agreement has been duly executed and delivered
by Global, and has been authorized by all necessary corporate action, and
constitutes the legal, valid and binding obligations of Global, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Articles of
Incorporation or Bylaws of Global.
9. ENTIRE
AGREEMENT. This Agreement sets forth the entire agreement and understanding
among the parties as to the subject matter hereof and merges and supersedes all
prior discussions, agreements and understandings of every kind and nature among
them.
10.
SEVERABILITY. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other provisions of this Agreement shall nevertheless remain in full force and
effect.
11.
TERMINATION AND ABANDONMENT. Prior to the Effective Time, this Agreement may be
terminated and the Merger abandoned by the Board of directors of
Parent.
12.
AMENDMENT. Prior to the Effective Time, this Agreement may be amended, modified
or supplemented by the Board of Directors of Parent.
13.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada without giving effect to principles of
conflicts of law.
14.
HEADINGS. The underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of
this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
15.
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
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YARRAMAN
WINERY INC.
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By:
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/s/
Xxx Xxxx
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Name:
Xxx Xxxx
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Title: Chief
Executive Officer
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GLOBAL
BEVERAGES, INC.
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By:
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/s/
Xxx Xxxx
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Name:
Xxx Xxxx
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Title: Chief
Executive Officer
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