AGREEMENT AND PLAN OF MERGER
MERGING
MORROW SNOWBOARDS, INC.
DBA GRANITE BAY TECHNOLOGIES,
an Oregon Corporation
INTO
GRANITE BAY TECHNOLOGIES, INC.,
a California Corporation
This Agreement and Plan of Merger was approved on September 28, 2000 by
Morrow Snowboards, Inc. dba Granite Bay Technologies ("Morrow Snowboards" or the
"Terminating Corporation"), a business corporation of the State of Oregon, and
by resolution adopted by its Board of Directors on said date, and approved on
September 28, 2000, by Granite Bay Technologies, Inc. ("Granite Bay" or the
"Surviving Corporation"), a business corporation organized under the laws of the
State of California, and by resolution adopted by its Board of Directors on said
date.
1. Merger. Morrow Snowboards and Granite Bay shall, pursuant to the
provisions of the Oregon Business Corporation Act and the California Corporation
Code, be merged with and into a single corporation, to wit, Granite Bay, which
shall be the Surviving Corporation at the effective time and date 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, Granite Bay Technologies, Inc., pursuant to the provisions of the
laws of the jurisdiction of its organization. The separate existence of Morrow
Snowboards, which is sometimes hereinafter referred to as the "Terminating
Corporation," shall cease at said effective time and date in accordance with the
provisions of the Oregon Business Corporation Act.
2. Effective Date. This Agreement shall become effective at the close of
business on the day on which this Agreement shall have been filed with both the
Secretary of State of the State of California in accordance with Section 1103 of
the California General Corporation Law and the Secretary of State of the State
of Oregon in accordance with Section 60.011 of the Oregon Revised Statutes (the
"Effective Date").
3. Shares Outstanding. As of the date hereof, the Terminating
Corporation has 40,000,000 shares of Common Stock, no par value, and 10,000,000
shares of Preferred Stock, no par value, authorized and 18,032,906 shares of
Common Stock and no shares of Preferred Stock outstanding. As of the date
hereof, the Surviving Corporation has 40,000,000 shares of Common Stock, no par
value, and 10,000,000 shares of Preferred Stock, no par value, authorized and
100 shares of Common Stock and no Preferred Stock outstanding.
4. Corporate Documents. The Articles of Incorporation of the Surviving
Corporation as in force and effect at the effective time and date of the merger
in the jurisdiction of its organization shall be the Articles of Incorporation
of said Surviving Corporation and said Articles of Incorporation
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shall continue in full force and effect until amended and changed in the manner
prescribed by the laws of the jurisdiction of its organization.
5. Bylaws. The bylaws of the Surviving Corporation as in force and
effect at the effective time and date of the merger will be the bylaws of said
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 laws of the jurisdiction of organization of said Surviving
Corporation.
6. Directors and Officers. The directors and officers in office of the
Terminating Corporation at the effective time and date 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 bylaws of the
Surviving Corporation.
7. Shares. Each issued share of the Terminating Corporation immediately
prior to the effective time and date of the merger shall, on the Effective Date
of the merger, be converted into One (1) share of the Surviving Corporation. The
previously outstanding One Hundred (100) shares of Common Stock of the Surviving
Corporation registered in the name of the Terminating Corporation shall not be
converted in any manner and shall be reacquired by the Surviving Corporation and
retired and shall resume the status of authorized and unissued shares of Common
Stock of the Surviving Corporation.
8. Share Certificates. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of the
Terminating Corporation shall be deemed for all purposes to evidence ownership
of and to represent shares of the Surviving Corporation into which the shares of
the Terminating Corporation represented by such certificates have been converted
as herein provided. The registered owner on the books and records of the
Terminating Corporation or its transfer agent of any such outstanding stock
certificate shall have and shall be entitled, until such certificate shall have
been surrendered for transfer or otherwise accounted for to the Surviving
Corporation or its transfer agent, to exercise any voting and other rights with
respect to and to receive any dividend and other distributions upon the shares
of the Surviving Corporation evidenced by such outstanding certificate as above
provided.
9. Other Rights to Stock. Upon the Effective Date the options to
purchase shares of common stock of the Terminating Corporation which have been
granted by the Terminating Corporation pursuant to the Granite Bay 2000 Equity
Incentive Plan, Morrow Snowboards, Inc. Employee Equity Incentive Plan as
amended February 23 1997, Morrow Snowboards, Inc. Stock Option Plan for
Non-Employee Directors and Morrow Snowboards, Inc. 1999 Stock Option Plan for
Non-Employee Directors (collectively the "Plans"), shall be deemed to be options
granted by the Surviving Corporation and the obligations of the Terminating
Corporation with respect thereto shall be assumed by the Surviving Corporation
with the same terms and conditions, and each option to acquire one share of
common stock of the Terminating Corporation which is not exercised prior to
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the Effective Date shall be deemed to be an option to acquire one share of
common stock of the Surviving Corporation. Upon the Effective Date, the Plans
shall be adopted and approved by the Surviving Corporation and the Surviving
Corporation shall be authorized to grant any and all options, restricted stock,
stock appreciation rights, stock units, other stock grants according to the
provisions of the Plans.
10. Shareholder Approval. The Agreement and Plan of Merger herein made
and approved shall be submitted to the shareholders of the Terminating
Corporation for their approval or rejection in the manner prescribed by the
provisions of the Oregon Business Corporation Act and to the shareholders of the
Surviving Corporation for their approval or rejection in the manner prescribed
by the laws of the jurisdiction of its organization.
11. Assets and Rights. Upon the Effective Date, all rights, privileges,
franchises, and property of the Terminating Corporation, and all debts and
liabilities due or to become due to the Terminating Corporation, including
things in action and every interest or asset of conceivable value or benefit,
shall be deemed fully and finally and without any right of reversion transferred
to and vested in the Surviving Corporation without further act or deed, and the
Surviving Corporation shall have and hold the same in its own right as fully as
the same was possessed and held by the Terminating Corporation.
12. Liabilities. Upon the Effective Date, all debts, liabilities, and
obligations due or to become due and all claims or demands for any cause
existing against Terminating Corporation, shall be and become the debts,
liabilities, obligations of, and the claims and demands against, the Surviving
Corporation in the same manner as if the Surviving Corporation had itself
incurred or become liable for them.
13. Creditors' Rights and Liens. Upon the Effective Date, all rights of
the creditors of the Terminating Corporation, and all liens upon the property of
the Terminating Corporation, shall be preserved unimpaired, and limited to the
property affected by the liens immediately prior to the time of the merger.
14. Pending Actions. Upon Effective Date, any action or proceeding
pending by or against the Terminating Corporation shall not be deemed to have
been abated or discontinued, but may be prosecuted to judgment, with the right
to appeal or review as in other cases, as if the merger had not taken place, or
the Surviving Corporation may be substituted for the Terminating Corporation.
15. Abandonment. At any time before the Effective Date, this Agreement
and Plan of Merger may be terminated and the Merger contemplated hereby may be
abandoned by the Board of Directors of either the Surviving or Terminating
Corporation, notwithstanding approval of this Merger Agreement by the
shareholders of the Constituent Corporations.
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16. Authorization. The Board of Directors and the proper officers of the
Terminating Corporation and of the Surviving Corporation, respectively, are
hereby authorized, empowered, and directed to do any and all acts and things,
and to make, execute, deliver, file, and/or 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.
17. Further Assurances. Each of the Surviving Corporation and the
Terminating Corporation agree that at any time, or from time to time, as and
when requested by the Surviving Corporation, or by its successors and assigns,
it will execute and deliver, or cause to be executed and delivered in its name
by its last acting officers, or by the corresponding officers of the Surviving
Corporation, all such conveyances, assignments, transfers, deeds, or other
instruments, and will take or cause to be taken such further or other action as
the Surviving Corporation, its successors or assigns may deem necessary or
desirable, in order to evidence the transfer, vesting, or devolution of any
property right, privilege, or franchisor to vest or perfect in or confirm to the
Surviving Corporation, its successors and assigns, title to and possession of
all the property, rights, privileges, powers, immunities, franchises, and
interests referred to in this Section 1 and otherwise to carry out the intent
and purposes hereof.
18. Governing Law. This Agreement is made and entered into in the State
of California, and the laws of said State shall govern the validity and
interpretation hereof.
[THIS SPACE WAS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
MORROW SNOWBOARDS, INC.
DBA GRANITE BAY TECHNOLOGIES
/s/P. Blair Mullin
P. Blair Mullin,
President and Secretary
GRANITE BAY TECHNOLOGIES, INC.
/s/P. Blair Mullin
P. Blair Mullin,
President and Secretary
