ANNEX B
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is dated as of
___________, 2002, between Book Corporation of America, a Utah corporation
("Book") and Secured Diversified Investment, Ltd., a Nevada corporation
("SDI").
WITNESSETH
WHEREAS, the Board of Directors of Book have deemed it to be in the
best interest of Book to change its domicile from the state of Utah to the
state of Nevada; and
WHEREAS, Book has authorized an capitalization of 100,000,000 shares
of common stock, $.005 par value ("Book Common Stock") of which, 2,349,540
were issued and outstanding as of May ___, 2002; and
WHEREAS, SDI has an authorized capitalization of 100,000,000 shares of
common stock, $.001 par value ("SDI Common Stock") of which, 100 shares
were issued and outstanding as of May ___, 2002; and
WHEREAS, the Board of Directors of Book and SDI, deem it advisable for
Book to merge with and into SDI in accordance with the provisions of the
Utah Revised Business Corporations Act and the Nevada Revised Statutes.
NOW THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, Book and SDI
agree that Book shall merge with and into and SDI. SDI shall be the
corporation surviving the Merger and the terms and conditions of the
Merger, the mode of carrying it into effect and the manner and basis of
converting shares in Merger shall be as follows:
ARTICLE I
The Merger
(a) Subject to and in accordance with the provisions of this
Agreement, Certificate of Merger shall be executed by Book and SDI and
filed in the Offices of the Secretary of States of the State of Utah and
the State of Nevada as provided in the Utah Revised Business Corporation
Act and the Nevada Revised Statutes, respectively.
(b) The Merger shall become effective at the time ("Effective Time")
of filing of the Certificate of Merger with the Secretary of State of
Nevada in accordance with Section 92A.240 of the Nevada Revised Statutes.
(c) At the Effective Time, Book shall be merged with and into SDI.
SDI shall be designated as the surviving corporation and shall continue its
corporate existence under the laws of the State of Nevada and the separate
existence of Book shall cease (Book and SDI are referred to herein as the
"Constituent Corporations" and SDI, the corporation designated as the
surviving corporation, is referred to herein as the "Surviving
Corporation").
(d) Prior to and after the Effective Time, Book and SDI, respectively
shall take all such action as may be necessary or appropriate in order (i)
to effect the Merger, and (ii) thereafter carry out the purposes of this
Agreement to vest in the Surviving Corporation all the rights, privileges,
immunities and franchises, as of a public or a private nature, of each
Constituent Corporation; and all property, real, personal and mixed, and
all debts and all chooses in action, and all and every other interest of or
belonging to or due to, each Constituent Corporation, and the officers and
Directors of each Constituent Corporation as of the Effective Time shall
take all such action.
ARTICLE II
Terms of Conversion of Shares
Shares of Book Common Stock may be converted to shares of SDI Common
stock on a one share for one share basis.
ARTICLE III
Articles of Incorporation and By-Laws
(a) From and after the Effective Time, the Articles of Incorporation
and By-Laws of SDI as in effect immediately prior to the Effective Time
shall be and continue to be the Articles of Incorporation and By-Laws of
the Surviving Corporation until amended.
ARTICLE IV
Directors and Officers
The persons who are Directors and officers of SDI immediately prior to
the Effective Time shall continue as the Directors and officers,
respectively, of the Surviving Corporation and shall continue to hold
office as provided in the By-Laws of the Surviving Corporation. If, at or
following the Effective Time, a vacancy shall exist in the Board of
Directors or in the position of any officer of the Surviving Corporation,
such vacancy may be filled in the manner provided in the By-Laws of the
Surviving Corporation.
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ARTICLE V
Stock Certificates
Following the Effective Time, each holder of an outstanding
certificate or certificates theretofore representing shares of Book Common
Stock may, but shall not be required to, surrender the same to SDI for
cancellation and exchange or transfer, and each such holder or transferee
thereof will be entitled to receive a certificate of certificates
representing the same number of shares of SDI Common Stock as the number of
shares of Book Common Stock previously represented by the stock certificate
or certificates surrendered. Until so surrendered for cancellation and
exchange or transfer, each outstanding certificate which, prior to the
Effective Time, represented shares of Book Common Stock shall be deemed and
treated for all corporate purpose to represent the ownership of the same
number of the shares of SDI as though such surrender for cancellation and
exchange or transfer thereof had taken place. The stock transfer books for
Book Common Stock shall be deemed to be closed at the Effective Time, and
no transfer of shares of Book Common Stock outstanding immediately prior to
the Effective Time shall thereafter be made on such books. Following the
Effective Time, the holders of certificates representing Book outstanding
immediately before the Effective Time shall cease to have any rights with
respect to stock of the Surviving Corporation and their sole rights shall
be with respect to the SDI Common Stock into which their shares of Book
Common Stock shall have been converted in the Merger.
ARTICLE VI
Conditions to the Merger
Consummation of the Merger is subject to the satisfaction of the
following conditions:
(a) The Merger shall have received such approval of the Board of
Directors and shareholders of each Constituent Corporation entitled to vote
thereon as is required by the Utah Revised Business Corporation Act, the
Nevada Revised Statutes and the Articles of Incorporation of each
Constituent Corporation.
(b) Book and SDI shall have fulfilled all statutory requirements for
the valid consummation of the Merger.
(c) Book and SDI shall have furnished corporate resolutions and/or
other documentary evidence satisfactory to counsel for each that this
Agreement has properly been submitted to and received approval from the
Board of Directors of each party as required by applicable law.
ARTICLE VII
Amendment, Waiver and Termination
(a) Book and SDI by mutual consent of their respective Boards of
Directors may amend, modify or supplement this Agreement or waive any
condition set forth in Article VI hereof in such manner as may be agreed
upon by them in writing, at any time before or after approval of this
Agreement by the shareholders of Book, but not after the time that the
Certificate of Merger are filled with the Nevada Secretary of State
("Filing Time"); provided, however, that no such amendment, modification,
supplement or waiver shall, in the sole judgment of the Board of Directors
of Book, materially adversely affect the rights of the shareholders of
Book.
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(b) Consummation of the Merger may be deferred by the Boards of
Directors of either party or any authorized officer of either party for a
reasonable period of time if said Board or officer determines such deferral
would be in the best interest of its respective corporation or its
shareholders.
(c) This Agreement may be terminated and the Merger and other
transactions herein provided for abandoned at any time prior to the Filing
Time, whether before or after approval of this Agreement by the
shareholders of Book, by action of the Board of Directors of Book, by the
shareholders of SDI or by action of the Board of Directors of SDI if said
Board of Directors determines for any reason that the consummation of the
transactions herein provided for would for any reason be inadvisable or not
in the best interests of Book, SDI or their respective shareholders.
ARTICLE VIII
Miscellaneous
(a) This Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
(b) This Agreement shall be governed by, and construed in accordance
with the laws of the State of Nevada.
IN WITNESS WHEREOF, Book and SDI pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards
of Directors, have each caused this Agreement and Plan of Merger to be
executed by its President.
Book Corporation of America, Secured Diversified Investment, Ltd.
a Utah corporation a Nevada corporation
/s/ /s/
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Xxxxxx Xxxxxxxx, President Xxxxxx Xxxxxxxx, President
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