AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger ("Agreement"), dated as of December 20, 1996, by
and between Ronden Vending Corp., a Florida corporation ("Ronden Vending");
Ronden Acquisition, Inc., a Florida corporation ("Ronden Acquisition"); and
Video Home Shopping, Inc., a Tennessee corporation ("VHS").
BACKGROUND INFORMATION
The board of directors of each of Ronden Vending, Ronden Acquisition and VHS, by
affirmative vote of a majority of the members of each such board furnished at a
meeting properly noticed and convened to consider and act upon such issue or by
unanimous written consent of the members of the Board of Directors, has
determined that it is advisable and to the advantage of each such corporation
and its respective shareholders that VHS be merged into Ronden Acquisition, at
the conclusion of which Ronden Acquisition, shall remain as the surviving or
resulting entity and the corporate existence of VHS shall terminate and expire.
In furtherance thereof, each board has approved and adopted the terms of this
Agreement, and have recommended the adoption of this plan of merger, and its
underlying transactions, by the shareholders of each entity. Accordingly, in
consideration of the representations, covenants, agreements and other provisions
set forth herein, Ronden Vending, Ronden Acquisitions and VHS hereby agree to
effect a statutory merger of Ronden Acquisition and VHS (collectively the
"Constituent Corporations") as follows:
OPERATIVE PROVISIONS
1. Merger. In accordance with applicable provisions of the Florida Business
Corporation Act, at the Effective Date (as defined below), VHS, a Tennessee
corporation shall be merged with and into Ronden Acquisition, a Florida
corporation (the "Merger") and Ronden Acquisition, a Florida corporation shall
constitute the surviving and resulting corporation of such Merger (Ronden
Acquisition being hereinafter sometimes referred to as the "Surviving
Corporation"). The separate and corporate existence of VHS shall cease and
Ronden Acquisition shall continue its corporate existence pursuant to the laws
of Florida under its present name.
2. Effective Date. The Merger shall become effective on December 26, 1996 (the
"Effective Date").
3. Surviving Corporation. The Surviving Corporation shall possess and retain
every interest in all assets and property of every description. The rights,
privileges, immunities, powers, franchises and authority, of a public as well as
private nature of each of the Constituent Corporations shall be vested in the
Surviving Corporation without further act or deed. The title to and any interest
in all real estate vested in either of the Constituent Corporations shall not
revert or in any way be impaired by reason of the Merger.
4. Obligations. All obligations belonging to or due to each of the Constituent
Corporations shall be vested in the Surviving Corporation without further act or
deed, and the Surviving Corporation shall be liable for all of the obligations
of each of the Constituent Corporations existing as of the Effective Date.
5. Terms of the Merger. Upon the Effective Date of the Merger all of the issued
and outstanding shares of the common capital stock of VHS shall be deemed
cancelled and voided, and upon the surrender of the applicable certificate(s)
evidencing such shares being surrendered to Ronden Acquisition, the shares of
the common stock of VHS outstanding prior to the Merger will be transformed and
converted into an aggregate of 10,461,500 shares of the common stock of Ronden
Vending.
6. Articles of Incorporation. The article of incorporation of Ronden Acquisition
if effect immediately prior to the Effective Date shall continue without change
and be the articles of incorporation of the Surviving Corporation.
7. Counterparts. This Plan of Merger may be executed in one or more
counterparts, each of which be deemed to be an original.
In witness whereof, Ronden Vending, Ronden Acquisition and VHS have
caused this Agreement and Plan of Merger to be executed by their respective
officers thereunto duly authorized as of the date first written above.
Ronden Vending Corp.
By: /s/ Pamela J. Wilkerson
-----------------------------
Pamela J. Wilkerson, President
Ronden Acquisition, Inc.
By: /s/ Pamela J. Wilkerson
-----------------------------
Pamela J. Wilkerson, President
Video Home Shopping, Inc.
By: /s/ G. David George
-------------------------
G. David George, Chief Executive Officer