PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of
____________________, 2000, is among S.D.E. Holdings 1, Inc., a Nevada
corporation, and DNA Print genomics, Inc., a Utah corporation (collectively
"Constituent Corporations").
WHEREAS, DNA Print genomics, Inc., a Utah corporation, ("the parent"), as
owner of 100% of the issued and outstanding capital (common) stock of S.D.E.
Holdings 1, Inc., a Nevada Corporation, and S.D.E. Holdings 1, Inc. ("the
subsidiary") have agreed by written consent to the merger of S.D.E. Holdings 1,
Inc. with and into DNA Print genomics, Inc; and
WHEREAS, the respective Boards of Directors of the Constituent Companies
have each approved the merger of DNA Print genomics, Inc. into S.D.E. Holdings
1, Inc. in accordance with Utah Corporation Code and the Nevada Revised
Statutes; and
WHEREAS, this Plan of Merger shall be filed with Certificate of Ownership
with the Secretary of State of Nevada and the Secretary of State of Utah in
order to consummate the merger of the S.D.E. Holdings 1, Inc. with and into
Parent; and
WHEREAS, the Constituent Companies have agreed to execute and file this
Plan of Merger as may be required under the Nevada Revised Statutes and the Utah
Corporation Code.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Subsidiary hereby agree as follows:
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1. THE MERGER. At the Effective Time, in accordance with this Plan of Merger,
and the Utah Corporation Code and the Nevada Revised Statutes, S.D.E.
Holdings 1, Inc. shall be merged (such merger being herein referred to as
the "Merger") with and into DNA Print genomics, Inc., the separate
existence of the Subsidiary shall cease, and DNA Print genomics, Inc. shall
continue as the surviving corporation. Parent hereinafter sometimes is
referred to as the "Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the Surviving
Corporation retain its name DNA Print genomics, Inc. and the Surviving
Corporation shall thereupon and thereafter possess all the rights,
privileges, powers and franchises of a public as well as of a private
nature, and be subject to all the restrictions, disabilities and duties of
each of the Corporations; and all and singular, the rights, privileges,
powers and franchises of each of the Constituent Corporations and all
property, real, personal and mixed, and all debts due to either of the
Corporations on whatever account, as well for stock subscriptions as all
other things in action or belonging to each of such corporations shall be
vested in the Surviving Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be thereafter
as effectually 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 any of such Constituent Corporations, shall not
revert or be in any way impaired by reason of the Merger; but all rights of
creditors and all liens upon any property of any of said Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the respective Constituent Corporations shall thenceforth attach
to the Surviving Corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or
contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger to be
consummated by filing with the Secretaries of State of Nevada and Utah,
Articles of Merger, a Certificate of Ownership, and this Plan of Merger in
such form as required by, and executed in accordance with, the relevant
provisions of the Nevada Revised Statutes and the Utah Corporation Code
(the time of such filing being the "Effective Time" and the date of such
filing being the "Effective Date.")
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles of
Incorporation and Bylaws of the Surviving Corporation shall be identical
with the Articles of Incorporation and Bylaws of DNA Print genomics, Inc.
as in effect immediately prior to the Effective Time until thereafter
amended as provided therein and under Nevada Statutes.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of either Constituent Company or the
holder of any of the shares (the "Shares") of common stock, (the "Common
Stock") of the Company:
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a. Each Share of Parent issued and outstanding immediately prior to the
Effective Time shall remain as issued and outstanding common stock of
the merged companies without change, pro rata.
b. Each Share which is held in the treasury of the S.D.E. Holdings 1,
Inc. or which is owned by any direct or indirect subsidiary of the
Company shall be canceled and retired, and no payment shall be made
with respect thereto.
c. Each outstanding or authorized subscription, option, warrant, call,
right (including any preemptive right), commitment, or other agreement
of any character whatsoever which obligates or may obligate the Parent
to issue or sell any additional shares of its capital stock or any
securities convertible into or evidencing the right to subscribe for
any shares of its capital stock or securities convertible into or
exchangeable for such shares, if any, shall remain unchanged.
d. Each share of Common Stock of DNA Print genomics, Inc. issued and
outstanding immediately prior to the Effective Time shall remain as
one share, of the Surviving Corporation.
e. No Fractional Shares and no certificates or scrip representing such
fractional Merger Shares, shall be issued.
6. TAKING OF NECESSARY ACTION: FURTHER ACTIOn. Each of Parent, and the
Subsidiary shall use all reasonable efforts to take all such actions as may
be necessary or appropriate in order to effectuate the Merger under Nevada
Revised Statutes, the Utah Corporation Code, or federal law as promptly as
possible. If, at any time after the Effective Time, any further action is
necessary or desirable to carry out the purposes of the Agreement and to
vest the Surviving Corporation with full right, title and possession to all
assets, property, rights, privileges, powers and franchises of either of
the Constituent Corporations, the officers and directors of the Surviving
Corporation are fully authorized in the name of their corporation or
otherwise to take, and shall take, all such lawful and necessary action.
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IN WITNESS WHEREOF, the authorized officers of S.D.E. Holdings 1, Inc. and
DNA Print genomics, Inc. have caused this Plan of Merger to be executed as of
the date first above written and further affirm and certify that the Resolutions
authorizing the merger pursuant to the Plan of Merger have been duly adopted by
the Boards of Directors of each company and that no vote of shareholders of
either constituent company is required under Nevada Revised States or the Utah
Code.
DNA PRINT GENOMICS, INC.
(a Utah corporation)
By:/s/Carl L. Smith
________________________
President
S.D.E. HOLDINGS 1, INC.
(a Nevada corporation)
By:/s/Carl L. Smith
________________________
President
