EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER
OF
ARINCO COMPUTER SYSTEMS INC.
(a New Mexico corporation)
WITH AND INTO
PANGEA INTERNET, INC.
(a Delaware corporation)
Agreement and Plan of Merger entered into on April 21, 2000 by
Arinco Computer Systems Inc., a business corporation of the State of New Mexico,
and approved by resolution adopted by its Board of Directors on said date, and
entered into on March 28, 2000 by Pangea Internet, Inc., a business corporation
of the State of Delaware, and approved by resolution adopted by its Board of
Directors on said date.
WHEREAS Arinco Computer Systems Inc. is a business corporation
of the State of New Mexico with its registered office therein located at 104
South Capitol, Suite 8, City of Santa Fe, County of Santa Fe; and
WHEREAS the total number of shares of stock which Arinco
Computer Systems Inc. has authority to issue is 50,000,000 shares, 5,000,000 of
which are preferred stock of par value $0.10 each, and 45,000,000 of which are
common stock of par value of $0.01 each; and
WHEREAS Pangea Internet, Inc. is a business corporation of the
State of Delaware with its registered office therein located at 9 Loockerman
Street, City of Dover, County of Kent; and
WHEREAS the total number of shares of stock which Pangea
Internet, Inc. has authority to issue is 505,000,000 shares, 500,000,000 of
which are common stock, par value $0.01 each, and 5,000,000 of which are
preferred stock, par value $0.10 each; and
WHEREAS the Business Corporation Act of the State of New
Mexico permits a merger of a business corporation of the State of New Mexico
with and into a business corporation of another jurisdiction; and
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WHEREAS the General Corporation Law of the State of Delaware
permits the merger of a business corporation of another jurisdiction with and
into a business corporation of the State of Delaware; and
WHEREAS Arinco Computer Systems Inc. and Pangea Internet, Inc.
and the respective Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and their respective
stockholders to merge Arinco Computer Systems Inc. with and into Pangea
Internet, Inc. pursuant to the provisions of the Business Corporation Act of the
State of New Mexico and pursuant to the provisions of the General Corporation
Law of the State of Delaware upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreement of the parties hereto, being thereunto duly entered into by
Arinco Computer Systems Inc. and approved by a resolution adopted by its Board
of Directors and being thereunto duly entered into by Pangea Internet, Inc. and
approved by a resolution adopted by its Board of Directors, the Agreement and
Plan of Merger and the terms and conditions thereof and the mode of carrying the
same into effect, together with any provisions required or permitted to be set
forth therein, are hereby determined and agreed upon as hereinafter in this Plan
and Agreement set forth.
1. Arinco Computer Systems Inc. and Pangea Internet, Inc.
shall, pursuant to the provisions of the Business Corporation Act of the State
of New Mexico and the provisions of the General Corporation Law of the State of
Delaware, be merged with and into a single corporation, to wit, Pangea Internet,
Inc., which shall be the surviving corporation from and after the effective time
of the merger, and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving corporation
under its present name pursuant to the provisions of the General Corporation Law
of the State of Delaware. The separate existence of Arinco Computer Systems
Inc., which is sometimes hereinafter referred to as the "terminating
corporation", shall cease at said effective time in accordance with the
provisions of the Business Corporation Law of the State of New Mexico.
2. The present Certificate of Incorporation of Pangea
Internet, Inc., will be the the Certificate of Incorporation of the surviving
corporation until changed, altered or amended in the manner prescribed by the
provisions of the General Corporation Law of the State of Delaware.
3. The present by-laws of Pangea Internet, Inc.will be the
by-laws of the surviving corporation and will continue in full force and effect
until changed, altered or amended as therein provided and in the manner
prescribed by the provisions of the General Corporation Law of the State of
Delaware.
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4. The directors and officers in office of Pangea Internet,
Inc. at the effective time of the merger shall be the members of the first Board
of Directors and the first officers of the surviving corporation, all of whom
shall hold their directorships and offices until the election and qualification
of their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of common stock, series A preferred stock
and series B preferred stock of the terminating corporation shall, at the
effective time of the merger, be converted into one share of common stock,
series A preferred stock and series B preferred stock, respectively, of the
surviving corporation. The issued shares of common stock, series A preferred
stock and series B preferred stock of the surviving corporation shall not be
converted or exchanged in any manner, but shall be canceled and rendered null
and void. Each warrant to purchase shares of common stock of the terminating
corporation shall, at the effective time of the merger, be converted into one
warrant to purchase the same number of shares of common stock of the surviving
corporation.
6. In the event that this Agreement and Plan of Merger shall
have been fully approved and adopted upon behalf of the terminating corporation
in accordance with the provisions of the Business Corporation Act of the State
of New Mexico and upon behalf of the surviving corporation in accordance with
the provisions of the General Corporation Law of the State of Delaware, the said
corporations agree that they will cause to be executed and filed and recorded
any document or documents prescribed by the laws of the State of New Mexico and
by the laws of the State of Delaware, and that they will cause to be performed
all necessary acts within the State of New Mexico and the State of Delaware and
elsewhere to effectuate the merger herein provided for.
7. The Board of Directors and the proper officers of the
terminating corporation and of the surviving corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file, and record any and all instruments, papers, and documents which
shall be or become necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Agreement and Plan of Merger or of the
merger herein provided for.
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IN WITNESS WHEREOF, this Agreement and Plan of Merger is
hereby executed upon behalf of each of the constituent corporations parties
thereto.
Dated: April 21, 2000
ARINCO COMPUTER SYSTEMS INC.
By: /s/ Cary S. Fitchey
-----------------------
Name: Cary S. Fitchey
Title: President and Chief Executive Officer
PANGEA INTERNET, INC.
By: /s/ Cary S. Fitchey
-----------------------
Name: Cary S. Fitchey
Title: President and Chief Executive Officer
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CERTIFICATE OF SECRETARY OF PANGEA INTERNET, INC.
The undersigned, being the Secretary of Pangea Internet, Inc.,
does hereby certify that a meeting of the Board of Directors has been held at
which approval has been given to the adoption of the foregoing Agreement and
Plan of Merger by the holders of all of the outstanding stock of said
corporation, in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware
Dated: April 21, 2000
/s/ William P. O'Donnell
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William P. O'Donnell, Secretary
PANGEA INTERNET, INC.
