Exhibit 2.2
ANNEX A
PLAN OF MERGER
THIS PLAN OF MERGER ("PLAN OF MERGER',) dated November 30, 2000, pursuant
to Chapter 92A of the Nevada Revised Statutes, as amended ("N.R.S."), IS among
iExalt, Inc., a Nevada corporation ("iExalt"), GCN Combination Corp., a Nevada
corporation ("Merger SUB"), and Global Christian Network, Inc., a Nevada
corporation ("GCN" or the "SURVIVING CORPORATION"). Merger Sub and GCN are
hereinafter together referred to as the "MERGING CORPORATIONS."
WITNESSETH:
WHEREAS, iExalt is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has authorized capital stock consisting of
(i) 100 million shares of common stock, $.001 par value per share ("iEXALT
COMMON STOCK"), of which 27,395,542 shares are issued and outstanding (as of May
31,2000), and (ii) 20 million shares of Preferred Stock, $.001 par value per
share, none of which are issued or outstanding;
WHEREAS, Merger Sub is a corporation duly organized and validly existing
under the laws of the State of Nevada, and has authorized capital stock
consisting of (i) 1,000 shares of common stock, $.01 par value per share
("MERGER SUB COMMON STOCK"), of which 1,000 shares are issued and outstanding
and owned and held by iExalt;
WHEREAS, GCN is a corporation duly organized and validly existing under
the laws of the State of Nevada, and has authorized capital stock consisting of
(i) 20,000,000 shares of common stock, $0.01 par value per share ("GCN COMMON
STOCK',), of which 12,849,382 shares are issued and outstanding and(ii)
5,000,000 shares of preferred stock, $.01 par value per share, no shares of
which are issued and outstanding;
WHEREAS, the respective Boards of Directors of the Merging Corporations
deem it advisable and in the best interests of the respective Merging
Corporations and their respective shareholders that Merger Sub be merged with
and into GCN (the "MERGER"), with GCN to be the surviving corporation of the
Merger and to continue in existence after the Merger as authorized by the laws
of the State of Nevada, under and pursuant to the terms and conditions set forth
in this Plan of Merger, and the Board of Directors of each of the Merging
Corporations has duly approved this Plan of Merger and recommended its approval
to the respective shareholders of the Merging Corporation; and
WHEREAS, simultaneously with the execution of this Plan of Merger, iExalt,
Merger Sub, GCN and certain principal shareholders of GCN have entered into an
Agreement and Plan of Reorganization of even date herewith (the "REORGANIZATION
AGREEMENT"), which provides for the execution of this Plan of Merger by iExalt,
Merger Sub and GCN;
NOW, THEREFORE for the purpose of setting forth the terms and conditions
of the Merger, the mode of carrying the Merger into effect, and such other
details and provisions concerning the Merger as are deemed necessary or
desirable, the parties to this Plan of Merger hereby agree, subject to the
approval of this Plan of Merger by the requisite consent of the shareholders of
each of the Merging Corporations, and subject to the conditions hereinafter set
forth as follows:
1. MERGER. At the Effective Time, Merger Sub shall be merged with and into
GCN, with GCN to be the surviving corporation which after the Effective
Time shall continue its corporate existence as a Nevada corporation to
be governed by the laws of the State of Nevada
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2. TERMS AND CONDITIONS OF MERGER. At the Effective Time:
i. the Merging Corporations shall be a single corporation, which
shall be GCN, the corporation designated in this Plan of Merger as
the surviving corporation;
ii. the separate corporate existence of Merger Sub shall cease; and
iii. the Merger shall have the effects stated in Chapter 92A.250 of the
N.R.S.
3. EFFECT OF THE MERGER ON CAPITAL STOCK. As of the Effective Time, as a
result of the Merger and without any action on the part of any holder
thereof:
i. all shares of GCN Common Stock which are issued and outstanding
immediately prior to the Effective Time and held of record by
persons who own 35,000 or more of the then issued and outstanding
shares of GCN Common Stock shall automatically be converted into
the right to receive (A) an aggregate of 1,523,302 fully paid and
nonassessable shares of iExalt Common Stock, which shares of
iExalt Common Stock shall be allocated among the GCN >35,000
Shareholders as set forth opposite each GCN >35,000 Shareholder's
name on Schedule 3(i) attached hereto, and (B) if earned, the
Contingent Shares described in paragraph (v) below, and each GCN
>35,000 Shareholder's shares of GCN Common Stock issued and
outstanding immediately prior to the Effective Time shall
automatically cease to be outstanding and to exist, and shall be
canceled and retired;
ii. each share of GCN Common Stock which is issued and outstanding
immediately prior to the Effective Time and held of record by
persons other than the GCN >35,000 Shareholders ("GCN MINORITY
SHAREHOLDERS") SHALL AUTOMATICALLY be converted into the right to
receive $1.05 in cash per share, or the total cash amount set
forth opposite each such GCN Minority Shareholder's respective
name on Schedule 3(ii) attached hereto, for an aggregate cash
consideration of $28,032.98 for all shares of GCN Common Stock
held by all GCN Minority Shareholders;
iii. each share of GCN Common Stock held in the treasury of GCN shall
be canceled and retired;
iv. each share of Merger Sub Common Stock issued and outstanding
immediately prior to the Effective Time will be converted into one
share of Common Stock par value $.01 per share, of the Surviving
Corporation, and the shares of Common Stock of the Surviving
Corporation resulting from such conversion will constitute all of
the issued and outstanding shares of capital stock of the
Surviving Corporation; and
Upon and after the Effective Time, no transfer of shares of GCN
Common Stock issued and outstanding immediately before the Effective Time
shall be made on the stock transfer books of the Surviving Corporation.
Each holder of a certificate representing shares of GCN Common
Stock immediately before the Effective Time will, as of the Effective Time
and thereafter, cease to have any rights respecting those shares other
then the right to receive, without interest, the shares of iExalt Common
Stock or cash as the case may be, into which his shares of GGN Common
Stock shall have been converted as a result of the Merger.
4. DELIVERY, EXCHANGE AND PAYMENT.
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A. SURRENDER OF CERTIFICATES. At or after the Effective Time: (i) each
holder of an outstanding certificate or certificates previously
representing shares of GCN Common Stock ("GCN SHAREHOLDER"), WILL,
on surrender of his certificate to iExalt, receive a certificate
representing the number of shares of iExalt Common Stock or a
cashier's cheek for the cash amount, as the case may be, into which
such shares of GCN Common STOCK shall have been converted in
accordance with Section 3 and as a result of the Merger, and (ii)
until any certificate representing GCN Common Stock is surrendered
pursuant to this Section 4, that certificate will, for all purposes,
be deemed to evidence ownership of the number of whole shares of
iExalt Common STOCK issuable in respect of that certificate or the
right to receive the cash amount as the case may be, under Section
3. No interest will be payable with respect to the cash amount
payable under Section 3 on surrender of outstanding GCN stock
certificates. All shares of iExalt Common Stock issuable in the
Merger will be deemed for all purposes to have been issued by iExalt
at the Effective Time.
B. CERTAIN TRANSFERS. In the event of a transfer of ownership of shares
of GCN Common Stock that is not registered in the transfer records
of GCN, the certificate representing shares of iExalt Common Stock
or the cash payment, as the case maybe, issuable or payable with
respect of such shares of GCN Common Stock may be issued or paid to
a transferee if the certificate representing such shares of GCN
Common Stock is presented to iExalt's transfer agent, accompanied by
all documents required to evidence and effect such transfer and by
evidence satisfactory to iExalt and its transfer agent that any
applicable stock transfer taxes have been paid.
C. LOST CERTIFICATES. If any certificate representing shares of GCN
Common Stock shall have been lost, stolen or destroyed, upon receipt
of (i) an affidavit of that fact from the GCN Shareholder claming
the certificate to be lost, stolen or destroyed, (ii) such bond,
security or indemnity as iExalt or its transfer agent may reasonably
require, and (iii) any other documentation necessary to evidence and
effect the bona fide exchange thereof, iExalt shall (A) cause its
transfer agent to issue to such GCN Shareholder a certificate
representing the shares of iExalt Common Stock or (B) pay the cash
amount in form of a cashier's check, as the case may be, into which
the shares of GCN Common Stock represented by the lost, stolen or
destroyed certificate would have been exchanged under Section 3.
D. DIVIDENDS AND DISTRIBUTIONS. No dividends (or interest) or other
distributions declared or earned after the Effective Time with
respect to iExalt Common Stock and payable to the holders of record
thereof after the Effective Time will be paid to the holder of any
unsurrendered certificate shares of GCN Common Stock for which
shares of iExalt Common Stock have been issued in the Merger until
the unsurrendered certificates are surrendered as provided herein,
but (i) on such surrender, iExalt will cause to be paid, to the
person in whose name the certificate representing such shares of
iExalt Common Stock shall then be issued, the amount of dividends or
other distributions previously paid with respect to such whole
shares of iExalt Common Stock with a record date, or which have
accrued, subsequent to the Effective Time, but prior to surrender,
and (ii) at the appropriate payment date or as soon as practicable
thereafter, iExalt will cause to be paid to that person the amount
of dividends or other distributions with a record date, or which
have been accrued, subsequent to the Effective Time, but which are
not payable until a date subsequent to surrender, which are payable
with respect to such number of whole shares of iExalt Common Stock,
subject in all cases to any applicable escheat laws. No interest
will be payable with respect to the payment of such dividends or
other distributions on surrender of outstanding certificates.
5. NO FRACTIONAL SHARES. Notwithstanding any other provision of this Plan
of Merger, no certificates for fractional share interests of iExalt
Common Stock will be issued.
6. ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS, COMMITTEES AND OFFICERS.
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A. ARTICLES OF INCORPORATION. From and after the Effective Time, the
Articles of Incorporation of GCN, as existing immediately before the
Effective Time shall be the Articles of Incorporation of the
Surviving Corporation, subject to the right of the Surviving
Corporation to amend its Articles of incorporation after the
Effective Time in accordance with such Articles of Incorporation and
the Nevada General Corporation Law, as amended ("NGCL"'). [TO BE
VERIFIED AFTER REVIEW OF ARTICLES.]
B. BYLAWS From and after the Effective Time of the Merger, the bylaws
of GCN, as in effect immediately prior to the Effective Time of the
Merger, shall be the bylaws of the Surviving Corporation, until
changed or amended as provided therein. [TO BE VERIFIED AFTER REVIEW
OF BYLAWS.]
C. DIRECTORS. From and after the Effective Time, the directors of the
Surviving Corporation shall be Donald Sapaugh, Hunter Carr, Robert
Fritsche and David E. Fritsche, Jr. If before the Effective Time,
any one or more of such persons dies or refuses or becomes unable to
serve as a director, then the remaining named persons shall be the
directors of the Surviving Corporation from and after the Effective
Time. The directors of the Surviving Corporation shall hold office
subject to the provisions of the NGCL and the Articles of
Incorporation and bylaws of the Surviving Corporation
D. COMMITTEES. From and after the Effective Time, all committees of the
Board of Directors of the Surviving Corporation shall be as from
time to time established and appointed by the Board of Directors of
the Surviving Corporation after the Effective Time, subject to the
provisions of the NGCL and the bylaws of the Surviving Corporation.
E. OFFICERS. From and after the Effective Time, the officers of the
Surviving Corporation shall be as set forth below:
Donald Sapaugh Chairman
David E Fritsche Jr. Chief Executive Officer and President
Hunter Carr Chief Operating Officer, Executive Vice
President and Assistant Secretary
Robert Fritsche Chief Financial Officer, Vice President
and Secretary
All other officers of the Surviving Corporation shall be as elected by its Board
of Directors at its first meeting following the Effective Time. From and after
the Effective Time, the officers of the Surviving Corporation shall hold office
subject to the provisions of the NGCL and the bylaws of the Surviving
Corporation.
7. APPROVAL AND EFFECTIVE TIME OF MERGER. This Plan of Merger shall be
submitted to the shareholders of each of the Merging Corporations as
provided by the NGCL end Chapter 92A of the N.R.S. After the approval
of this Plan of Merger by the shareholders of each Merging Corporation
in accordance with the requirements of the NGCL and Chapter 92A of the
N.R.S., all required documents shall be executed, filed and recorded
and all required acts shall be done in order to accomplish the Merger
under the provisions of the NGCL, Chapter 92A of the N.R.S. and this
Plan of Merger. The Merger shall become effective upon the filing of
Articles of Merger by the Merging Corporations with the Secretary of
State of the State of Nevada (the "EFFECTIVE TIME") or such later date
and time designated in such Articles of Incorporation (which date and
time shall not
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be more than 90 days after the Articles of Merger are filed).
8. OTHER PROVISIONS.
A. FURTHER ASSURANCES. If at any time GCN shall consider or be advised
that any further assignment or assurance in law or other action is
necessary or desirable to vest, perfect or confirm, or record or
otherwise, in GCN the title to any property or rights of Merger Sub
acquired or to be acquired by or as a result of the Merger, the
proper officers and directors of the Merging Corporations,
respectively, shall be, and they hereby are, severally and fully
authorized to execute and deliver such deeds, assignments and
assurances in law and take such other action as may be necessary or
proper in the name of GCN or Merger Sub to vest, perfect or confirm
title to such property or rights in GCN and otherwise carry out the
purposes of this Plan of Merger.
B. TERMINATION. This Plan of Merger may be terminated at any time
before the Effective Time of the Merger, whether before or after
action thereon by the shareholders of the Merging Corporations (if
such shareholder approval is required), by mutual consent of the
Merging Corporations, expressed by action of their respective Boards
of Directors. This Plan of Merger shall be automatically abandoned
upon the valid termination of the Reorganization Agreement, in
accordance with the terms thereof, prior to the filing of Articles
of Merger referred to in Section 7 of this Plan of Merger with the
Secretary of State of the State of Nevada.
C. COUNTERPARTS. For the convenience of the parties and to facilitate
the filing and recording of this Plan of Merger, any number of
counterparts hereof may be executed, and each such counterpart shall
be deemed to be an original instrument.
D. AMENDMENTS. The Merging Corporations, by mutual consent of their
respective Boards of Directors, and to the extent permitted by law,
may amend, modify, supplement and interpret this Plan of Merger in
such manner as may be mutually agreed upon by them in writing at any
time before or after adoption thereof by their respective
shareholders, and, in the CASE of an interpretation, the actions of
such Boards shall be binding.
E. DISPUTES. Any dispute arising from this agreement shall be governed
in accordance with the Rules of Procedure for Christian Conciliation
of the Institute for Christian Conciliation (Peacemaker Ministries)
for any and all disputes concerning or arising from or under this
agreement. Both parties realize that arbitration will be the
exclusive remedy for potential disputes and may not later litigate
these or any other related matters in civil court.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parities hereto have caused this Plan of Merger to be
executed as of the date first above written
iEXALT, INC.
By: /s/ DONALD SAPAUGH
Donald W. Sapaugh
Chairman and Chief Executive Officer
GCN COMBINATION CORP.
By: /s/ DONALD SAPAUGH
Donald W. Sapaugh
President
GLOBAL CHRISTIAN NETWORK, INC.
By: /s/ DAVID FRITSCHE
David Fritsche
President
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