ARTICLES OF MERGER
AND
AGREEMENT AND PLAN OF MERGER
These Articles of Merger and AGREEMENT AND PLAN OF MERGER dated as of
September 16, 2008, (the "Merger Agreement"), between 4 G Paintball, Inc., a
Texas corporation ("4G") the parent company, and International Paintball
Association, Inc., a Colorado corporation ("IPA") the subsidiary entity.
WHEREAS, on the date hereof; 4G has authority to issue 100,000,000
shares of common stock, and 10,000,000 shares of Preferred Stock (the "4G
Common"), of which 9,939,166 common shares are issued and outstanding;
WHEREAS, no Preferred Stock of 4G is currently outstanding although it
is authorized.
WHEREAS, IPA is the wholly owned subsidiary of 4G,
WHEREAS, on the date hereof, IPA has authority to issue 100,000,000 shares
of common stock, and 10,000,000 shares of Preferred Stock (the "IPA Common"), of
which 100 shares are issued and outstanding and owned by 4G (the parent entity)
constituting 100% of the issued and outstanding common stock of IPA. No
Preferred Stock of IPA is currently outstanding.
WHEREAS, the respective Boards of Directors of 4G and IPA have determined
that it is advisable and in the best interests of each of such corporations that
they merge into a IPA pursuant to Texas Business Corporation Act (TCBA) and
Colorado Business Corporation Act (CBCA) under which IPA would survive as the
company, by the merger of 4G with and into IPA, and each shareholder of 4G
Common stock shall automatically by the merger, be converted into a shareholder
of IPA on a one share foe one share basis;
WHEREAS, under the respective certificates of incorporation of 4G and IPA,
the 4G Common Stock has the same designations, rights and powers and
preferences, and the qualifications, limitations and restrictions thereof, as
the IPA Common which will be exchanged therefore pursuant to the merger;
WHEREAS, 4G and IPA certify that the Boards of Directors of 4G and IPA have
approved this Articles of Merger and Agreement and Plan of Merger and;
WHEREAS, shareholder approval has been obtained by written consent pursuant
to TCBA & CBCA; 100% of the issued and outstanding common shares of IPA were
voted in favor of the Merger and 51% of the issued and outstanding common shares
of 4G were voted in favor of the merger which was sufficient to approve the
merger. No other shares of any type are outstanding for 4G or IPA. No shares of
4G voted against the plan.
WHEREAS, a resolution of merger was adopted by the parent entity (4G)
in accordance with the laws of its jurisdiction of organization (Texas) and its
organizational or other constituent documents and a copy of the resolution is
attached hereto as Schedule A.
WHEREAS, the parties hereto intend that this Merger Agreement shall
constitute a tax-free reorganization pursuant to Section 368(a) (1) of the
Internal Revenue Code;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained, 4G and IPA hereby agree as follows:
1. Merger. 4G shall be merged with and into IPA (the "Merger"), and
IPA shall be the surviving corporation (hereinafter sometimes referred to as the
"Surviving Corporation"). The Merger shall become effective upon the later of
the date and time of filing a certified copy of this Merger Agreement with the
Secretary of State of the State of Colorado in accordance with TBCA or September
17, 2008 (the "Effective Time").
2. Certificate of Incorporation of the Surviving Corporation. At the
Effective Time, the Certificate of Incorporation of IPA, in effect immediately
prior to the Effective Time, shall continue in full force and effect as the
Certificate of Incorporation of the Surviving Corporation until amended as
provided therein and under the CBCA.
3. No Amendments to the Articles of Incorporation of the surviving
corporation are to be effected by the merger.
4. No new domestic corporation is being created pursuant to the
Articles of Merger and Agreement and Plan of Merger.
5. Succession. At the Effective Time, the separate corporate existence
of 4G shall cease, and IPA shall succeed to all of the assets and property
(whether real, personal or mixed), rights, privileges, franchises, immunities
and powers of 4G, and IPA shall assume and be subject to all of the duties,
liabilities, obligations and restrictions of every kind and description of 4G,
including, without limitation, all outstanding indebtedness of 4G, all in the
manner and as more fully set forth in TBCA & CBCA, as applicable.
6. Directors. The directors of 4G immediately prior to the Effective
Time shall be the directors of the Surviving Corporation, IPA, at and after the
Effective Time to serve until the expiration of their respective terms and until
their successors are duly elected and qualified.
7. Officers. The officers of 4G immediately preceding the Effective
Time shall be the officers of the Surviving Corporation IPA, at and after the
Effective Time until their successors are duly elected and qualified.
8. Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:
(a) each share of 4G Common issued and outstanding
immediately prior to the Effective Time shall be changed
and converted into and shall be one fully paid and
nonassessable share of IPA Common;
(b) each share of 4G Common held in the treasury of 4G
immediately prior to the Effective Time shall be
cancelled and retired;
(c) each option, warrant, purchase right, unit or other
security of 4G convertible into shares of 4G Common or
Preferred Stock shall become convertible into the same
number of shares of IPA Common or Preferred Stock as such
security would have received if the security had been
converted into shares of 4G Common or Preferred Stock
immediately prior to the Effective Time, and IPA shall
reserve for purposes of the exercise of such options,
warrants, purchase rights, units or other securities an
equal number of shares of IPA Common or Preferred Stock
as 4G had reserved; and
(d) each share of IPA Common issued and outstanding in the
name of 4G immediately prior to the Effective Time shall
be cancelled and retired and resume the status of
authorized and unissued shares of IPA Common.
9. Other Agreements. At the Effective Time, IPA shall assume any
obligation of 4G to deliver or make available shares of 4G Common Stock under
any agreement or employee benefit plan to which 4G is a party. Any reference to
4G Common Stock under any such agreement or employee benefit plan shall be
deemed to be a reference to IPA Common Stock and one share of IPA Common Stock
shall be issuable in lieu of each share of 4G Common Stock required to be issued
by any such agreement or employee benefit plan, subject to subsequent adjustment
as provided in any such agreement or employee benefit plan.
10. Further Assurances. From time to time, as and when required by the
Surviving Corporation or by its successors or assigns, there shall be executed
and delivered on behalf of 4G such deeds and other instruments, and there shall
be taken or caused to be taken by it all such further and other action, as shall
be appropriate, advisable or necessary in order to vest, perfect or conform, of
record or otherwise, in the Surviving Corporation, the title to and possession
of all property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of 4G, and otherwise to carry out the purposes of this
Merger Agreement, and the officers and directors of the Surviving Corporation
are fully authorized, in the name and on behalf of 4G or otherwise, to take any
and all such action and to execute and deliver any and all such deeds and other
instruments.
11. Certificates. At and after the Effective Time, all of the
outstanding certificates which immediately prior thereto represented shares of
4G Common or Preferred Stock shall be deemed for all purposes to evidence
ownership of and to represent the respective shares of IPA Common, as the case
may be, into which the shares of 4G Common or Preferred Stock represented by
such certificates have been converted as herein provided and shall be so
registered on the books and records of IPA and its transfer agent. The
registered owner of any such outstanding certificate shall, until such
certificate shall have been surrendered for transfer or otherwise accounted for
to IPA or its transfer agent, have and be entitled to exercise any voting and
other rights with respect to, and to receive any dividends and other
distributions upon, the shares of IPA Common, as the ease may be, evidenced by
such outstanding certificate, as above provided.
12. Amendment. The parties hereto, by mutual consent of their
respective boards of directors, may amend, modify or supplement this Merger
Agreement prior to the Effective Time.
13. Termination. This Merger Agreement may be terminated, and the
Merger and the other transactions provided for herein may be abandoned, at any
time prior to the Effective Time, whether before or after approval of this
Merger Agreement by the board of directors of IPA and 4G, by action of the board
of directors of 4G if it determines for any reason, in its sole judgment and
discretion, that the consummation of the Merger would be inadvisable or not in
the best interests of 4G and its stockholders.
14. Counterparts. This Merger Agreement may be executed in one or more
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
15. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Merger Agreement.
16. Governing Law. This Merger Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.
17. Service of Process. The surviving Corporation, IPA, agrees that
it may be served with Process in Colorado in any proceeding for enforcement of
any obligation of any constituent corporation of this state, or the State of
Texas, as well as for enforcement of any obligation of the surviving or
resulting corporation, arising from the merger, including any suit or other
proceeding to enforce the right of any stockholders as determined in appraisal
proceedings pursuant to TCBA laws and hereby irrevocably appoints the Secretary
of State as its agent to accept service of process in any such suit or other
proceedings and a copy of such process maybe sent to M. A. ▇▇▇▇▇▇▇, Attorney at
Law, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
18. Registered Agent: The Registered Agent of the surviving
corporation, (IPA) is; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
19. Executed Agreement and Plan of Merger on File. That an executed
Agreement and Plan of Merger is on file at the principal place of business of
surviving, or foreign corporation, stating the address thereof: ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
20. Copies of Plan of Merger. That a copy of the Plan of Merger or
exchange will be furnished by the surviving, foreign corporation (IPA) or other
entity, on written request and without cost, to an shareholder of the Texas
corporation (4G) that is a party to the merger, to any creditor or obligee of
the parties to the merger at the time of the merger if such obligation is then
outstanding.
21. Compliance with Laws of State of Domicile.
a) As to each domestic corporation (4G) in the Articles of
Merger and Agreement and Plan of Merger, the plan and
performance of its terms have been duly authorized by all
action required by the laws incorporated (Texas) and by
its constituent documents.
b) As to each foreign corporation, (IPA) a Colorado
corporation, that is a party to the merger, the approval
of the Articles of Merger and Agreement of the Agreement
and Plan of Merger was duly authorized by all action
required by the laws under which it was incorporated
(Colorado) and by its constituent document.
IN WITNESS WHEREOF, IPA and 4G have caused this Merger Agreement to be
executed and delivered as of the date first above written.
4 G PAINTBALL, INC.,
a Texas Corporation
----------------------------
Name:
Title: President and CEO
INTERNATIONAL PAINTBALL ASSOCIATION, INC.
a Colorado Corporation
----------------------------
Name: Title: President
