SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
SECOND AMENDMENT
TO
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is entered into as of February 6, 2013, by and among Canwealth Minerals Corporation, a Delaware corporation (“Canwealth”), USG1, Inc., a Delaware corporation (“USG1”), and Xxxx Xxxxx, as representative of the USG1 Stockholders (the “Stockholder Representative”). Canwealth, USG1 and the Stockholder Representative are sometimes collectively referred to herein as the “Parties.”
WITNESSETH
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated August 10, 2012, as amended by that certain First Amendment to Agreement and Plan of Merger, dated January 15, 2013 (as amended, the “Merger Agreement”).
WHEREAS, the Parties desire to authorize and approve the form of Certificate of Merger to effectuate the Merger.
WHEREAS, Schedule “B” to the Merger Agreement, which set forth the capitalization of the Surviving Company following the Merger, contained certain inaccuracies.
WHEREAS, the Parties desire to further amend the Merger Agreement as provided herein to correct Schedule “B” to the Merger Agreement.
NOW, THEREFORE, in accordance with Section 5.02 of the Merger Agreement, the Parties hereby agree as follows:
1. Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
2. The Parties hereby agree that subject to the conditions of the Merger Agreement, they shall cause a Certificate of Merger, in the form attached hereto as Schedule “A”, to be filed to effectuate the Merger. As contemplated by the Certificate of Merger, the Surviving Company shall change its name to “Canwealth Minerals Corporation” upon filing of the Certificate of Merger.
3. Schedule “B” to this Amendment replaces and supersedes Schedule “B” to the Merger Agreement in all respects.
4. This Amendment may be executed in any number of counterparts, all of which, when taken together, will be deemed to constitute one and the same agreement. Signatures delivered by facsimile or electronic mail shall be deemed original signatures for all purposes of this Amendment.
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5. Except for the amendment to the Merger Agreement specifically set forth in this Amendment, the Merger Agreement shall remain in full force and effect in all respects.
[Remainder of page intentionally left blank; signature pages follows.]
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IN WITNESS WHEREOF, the parties have executed this Second Amendment to Agreement and Plan of Merger as of the date first written above.
CANWEALTH MINERALS | ||
CORPORATION | ||
By: | /s/ Xxxxx XxXxxxxx | |
Name: Xxxxx XxXxxxxx | ||
Title: President, ICBS, Ltd. | ||
USG1, INC. | ||
By: | /s/ Xxxx Xxxxx | |
Name: Xxxx Xxxxx | ||
Title: Chief Executive Officer | ||
/s/ Xxxx Xxxxx | ||
Xxxx Xxxxx, as Stockholder Representative |
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SCHEDULE “A”
Certificate of Merger
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
FIRST: The name of the surviving corporation is USG1, INC. and the name of the corporation being merged into this surviving corporation is CANWEALTH MINERALS CORPORATION.
SECOND: An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations.
THIRD: The name of the surviving corporation in the merger herein certified USG1, INC., a Delaware corporation.
FOURTH: The Certificate of Incorporation of USG1, INC. shall continue to be the Certificate of Incorporation of said surviving corporation, and said Certificate of Incorporation shall be amended to amend Article One, relating to the of said surviving corporation, to read as follows:
“ARTICLE ONE: The name of the corporation is CANWEALTH MINERALS CORPORATION.”
FIFTH: The merger is to become effective on the date of filing of this Certificate of Merger.
SIXTH: An executed copy of the Agreement of Merger between the aforesaid constituent corporations is on file at 0000 Xxxxxx Xxxxxxxxx, Xxx Xxxxxx, Xxxxxx, Xxxxxx X0X 0X0, the principal place of business of the aforesaid surviving corporation.
SEVENTH: A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any shareholder of each of the aforesaid constituent corporations.
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the _____ day of February, 2013.
By: | ||
Xxxx Xxxxx, President |
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SCHEDULE “B”
Capitalization Schedule
USG1, Inc. Capitalization Schedule
Schedule B
Authorized: | ||||
Common Shares | 100,000,000 | |||
Preferred Shares | 20,000,000 |
Outstanding Common: | ||||||||
Shareholder | Common Shares | Percent Owned | ||||||
ICBS, Ltd. | 38,648,077 | 76.12 | % | |||||
Radcor Inc. | 5,521,154 | 10.88 | % | |||||
Xxxx Xxxxx | 550,000 | 1.08 | % | |||||
Xxxxxx Xxxxxxxx | 550,000 | 1.08 | % | |||||
Xxxxxxx Xxxxx | 550,000 | 1.08 | % | |||||
Xxxxx Xxxxxx | 350,000 | 0.69 | % | |||||
Xxxxxx Xxxxxxxx | 350,000 | 0.69 | % | |||||
Xxxxx Xxxxxx | 300,000 | 0.59 | % | |||||
Xxxx Xxxxxxx | 300,000 | 0.59 | % | |||||
Tiber Creek Corp | 250,000 | 0.49 | % | |||||
Xxxxx Xxxxxxxxx | 250,000 | 0.49 | % | |||||
Xxxxxx Xxxxxxxx | 250,000 | 0.49 | % | |||||
Xxx Xxxx | 150,000 | 0.30 | % | |||||
Xxxx Xxxxx | 150,000 | 0.30 | % | |||||
Xxxxx Xxxxxxx | 150,000 | 0.30 | % | |||||
Xxxxxxxx Xxxxx | 150,000 | 0.30 | % | |||||
Xxxxxxx Xxxxxxx | 150,000 | 0.30 | % | |||||
Xxxx Xxxxxxx | 150,000 | 0.30 | % | |||||
Xxxxxxx Xxxxxxx | 150,000 | 0.30 | % | |||||
Xxxx Xxxxxxxxx | 150,000 | 0.30 | % | |||||
Xxxxxx Xxxxxxx | 150,000 | 0.30 | % | |||||
Xxxx Xxxxxx | 150,000 | 0.30 | % | |||||
Xxxxx Xxxxxxx | 100,000 | 0.20 | % | |||||
Xxxx Xxxxxxx | 100,000 | 0.20 | % | |||||
Xxxxxx Xxxxxxx | 100,000 | 0.20 | % | |||||
Xxxx Xxxxxxxxx | 100,000 | 0.20 | % | |||||
Xxxxxx Xxxxx | 50,000 | 0.10 | % | |||||
Xxxxxx Xxxxxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxxx | 50,000 | 0.10 | % | |||||
Xxxxxx Xxxx | 50,000 | 0.10 | % | |||||
Xxxxxx Xxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxxx | 50,000 | 0.10 | % | |||||
Xxxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Xxxxxxx Xxxxxxx | 50,000 | 0.10 | % | |||||
Xxxx Xxxxxxxxxxxx | 50,000 | 0.10 | % | |||||
Xxxx Apo | 50,000 | 0.10 | % | |||||
Xxxxxxx Xxxxxxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Xxxxxx Xxxx | 50,000 | 0.10 | % | |||||
Xxx Xxxxxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Xxxxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Xxxxx Xxxxxx | 50,000 | 0.10 | % | |||||
Aninash Xxxxxx | 50,000 | 0.10 | % | |||||
Total Outstanding | 50,769,231 | 100 | % |
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Outstanding Preferred: | ||||||||
Shareholder | Preferred Shares | Percent Owned | ||||||
None |
Options, Warrants, Grants, etc. | ||||||||
Shareholder | Type | Percent Owned | ||||||
None |
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