AGREEMENT OF MERGER
This Agreement of Merger is entered into between Cable Tech, Inc., a
corporation duly organized and existing under the laws of the state of
California, herein called the surviving corporation, and ConvergIT, Inc., a
corporation duly organized and existing under the laws of the state of Florida,
herein called the merging corporation.
1. Merger. CONVERGIT, INC. ("CONVERGIT") shall be merged with and into
CABLE TECH, INC., a California corporation ("CABLE TECH"), CONVERGIT and CABLE
TECH collectively referred to herein as the "Constituent Corporations", and
CABLE TECH shall be the surviving corporation (the "Surviving Corporation")
effective upon the date when these Articles of Merger are filed with the
Secretary of State of the State of Florida (the "Effective Date").
2. Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation following the Effective Date, unless and until the same
shall be amended or repealed in accordance with the provisions thereof, which
power to amend or repeal is hereby expressly reserved, and all rights or powers
of whatsoever nature conferred in such Articles of Incorporation of the
Surviving Corporation, shall constitute the Articles of Incorporation of the
Surviving Corporation separate and apart from these Articles of Merger.
3. Succession. On the Effective Date, CABLE TECH shall continue its
corporate existence under the laws of the State of California, and the separate
existence and corporate organization of CONVERGIT, except insofar as it may be
continued by operation of law, shall be terminated and cease.
4. Transfer of Assets and Liabilities. On the Effective Date, the
rights, privileges, powers and franchises, both of a public as well as of a
private nature, of each of the Constituent Corporations shall be vested in and
possessed by the Surviving Corporation, subject to all of the disabilities,
duties and restrictions of or upon each of the Constituent Corporations; and all
and singular rights, privileges, powers and franchises of each of the
Constituent Corporations; and all property, real, personal and mixed, of each of
the Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to each
of the Constituent Corporations shall be transferred to and vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest, shall be thereafter the property
of the Surviving Corporation as they were of the Constituent Corporations, and
the title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their shareholders, directors and officers shall not be
affected and all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, and any claim
existing or action or proceeding pending by or against either of
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the Constituent Corporations may be prosecuted to judgment as if the Merger had
not taken place except as they may be modified with the consent of such
creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
5. Conversion of Shares. On the Effective Date, by virtue of the Merger
and without any further action on the part of the Constituent Corporations or
their shareholders, (i) each share of CONVERGIT issued and outstanding
immediately prior to the Effective Date shall be converted into one (1) share of
common stock, par value $.001 per share of the Surviving Corporation and (ii)
the outstanding shares of CABLE TECH issued and outstanding immediately prior to
the Effective Date shall be converted into an aggregate of 865,067 shares of
Series B Convertible Preferred Stock, par value $.001 per share, of WorldCast
Interactive, Inc, the parent of CONVERGIT.
6. Directors. The Directors of CABLE TECH shall resign upon the
Effective Date of this merger and the Directors of CONVERGIT shall serve as the
only Directors of the Surviving Corporation until their successors shall have
been elected or appointed.
IN WITNESS WHEREOF the parties have executed this Agreement on this
________ day of ________________, 2000.
CABLE TECH, INC.
By:
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Its:
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CONVERGIT, INC.
By:
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Its:
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OFFICER'S CERTIFICATE
(Survivor)
We, __________________ and __________________ certify that:
1. We are the __________________ and __________________ of Cable Tech,
Inc.,a corporation duly organized and existing under the laws of the state of
California.
2. (If the merger was approved by the board of directors instead of the
shareholders, include the following) The merger agreement was entitled to be and
was approved by the board of directors alone without the approval of the
shareholders under the provisions of Section 1201 of the California Corporations
Code.
(If the merger was approved by the shareholders, include articles 3,4,
and 5)
3. The total number of outstanding shares of each class of the
corporation entitled to vote on the merger is as follows:
Class Total No. of Shares Entitled to Vote
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4. The principal terms of the agreement of merger in the form attached
were approved by the shareholders of this corporation by a vote of the number of
shares of each class which equaled or exceeded the vote required by each class
to approve the agreement of merger.
5. Each class entitled to vote and the minimum percentage vote of each
class is as follows:
Class Minimum Percentage Vote
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6. (If equity securities of a parent of a constituent corporation are
to be issued, include one of the following statements) No vote of the
shareholders of _________________, a parent party in this merger, was required.
Or
The required vote of the shareholders of _________________, a parent
party in this merger, was obtained.
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATE:
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CABLE TECH, INC.
By:
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Its:
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CONVERGIT, INC.
By:
-----------------------------------
Its:
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OFFICER'S CERTIFICATE
(Non-Survivor)
We, __________________ and __________________ certify that:
1. We are the _____________________ and ___________________ of
ConvergIT, Inc., a corporation duly organized and existing under the laws of the
state of Florida.
2. The merger agreement was entitled to be and was approved by the
board of directors alone without the approval of the shareholders under the
provisions of Section 1201 of the California Corporations Code.
3. No vote of the shareholders of WorldCast Interactive, Inc., a
Florida corporation, a parent party in this merger, was required.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
DATE:
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CABLE TECH, INC.
By:
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Its:
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CONVERGIT, INC.
By:
-----------------------------------
Its:
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(TAXPAYER LETTER FOR TAX CLEARANCE BASED ON TAXES PAID)
CABLE TECH, INC.
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____________, California ____
August ___, 2000
State of California
Franchise Tax Board
Corporation Audit Section
P.O. Box 1468
Sacramento, CA 95812
Attn: Tax Clearance Unit
Re: Cable Tech, Inc.
California Corporation No. _________________
To Whom It May Concern:
The above-referenced corporation is requesting a tax clearance based
upon taxes paid. The corporation's final franchise tax return covering the
period up to date of cessation of business (was filed on ________________) (is
enclosed herewith).
CABLE TECH, INC.
By:
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Authorized Officer
