PLAN OF MERGER
THIS PLAN OF MERGER, dated as of March 13, 2003, (the "Plan") is made
and entered into by and among ARADYME DEVELOPMENT CORPORATION, a Nevada
corporation ("Aradyme"), 677 East 700 South, Suite 201, American Fork, Utah
84003, ALBION MERGER CORPORATION, a Utah corporation ("MergerCo"), 677 East 700
South, Suite 201, American Fork, Utah 84003, and ALBION AVIATION, INC., a
Delaware corporation ("Albion"), 24351 Pasto Road, Suite B, Dana Point,
California 92629. MergerCo is sometimes referred to as the "Surviving
Corporation." Aradyme, MergerCo and Albion are sometimes hereinafter
collectively referred to as the "Constituent Corporations."
IN CONSIDERATION of the mutual covenants and agreements herein
contained and for the purpose of setting forth the terms and conditions of said
merger and such other provisions as are deemed necessary or desirable, the
parties hereto have agreed and do hereby agree as follows:
ARTICLE I
MERGER AND NAME OF SURVIVING CORPORATION
On the effective date of the merger, Aradyme and MergerCo shall cease
to exist separately and Aradyme shall be merged with and into MergerCo, which is
hereby designated as the Surviving Corporation, the name of which on and after
the effective date of the merger shall be changed to "Aradyme Corporation," as
provided in Article V herein.
ARTICLE II
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to those set
forth elsewhere in this Plan) as follows:
(a) On the effective date of the merger:
(1) Aradyme shall be merged into MergerCo to form a
single corporation, and MergerCo shall be and is designated
herein as the Surviving Corporation.
(2) The separate existence of Aradyme shall
cease.
(3) The Surviving Corporation shall have all the
rights, privileges, immunities and powers, and shall be
subject to all duties and liabilities of a corporation
organized under the laws of the state of Utah.
(4) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, immunities and
franchises of a public, as well as of a private, nature of
Aradyme, and all property, real, personal and mixed, and all
debts due of whatever account, including subscriptions to
shares and all other choses in action, and all and every other
interest of or belonging to or due to Aradyme shall be taken
and deemed to be transferred to and vested in the Surviving
Corporation without further act or deed. The title to any real
estate or any interest herein vested in Aradyme shall not
revert or be in any way impaired by reason of the merger. The
Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of Aradyme. Any
claim existing or action or proceeding pending by or against
Aradyme may be prosecuted as if the merger had not taken
place, or the Surviving Corporation may be substituted in
place of Aradyme. Neither the rights of creditors nor any
liens on the property of Aradyme shall be impaired by the
merger.
(b) On the effective date of the merger, the board of
directors of the Surviving corporation and the members thereof shall be
and consist of the members of the board of directors of Aradyme
immediately prior to the merger, to serve thereafter in accordance with
the bylaws of the Surviving Corporation and until their respective
successors shall have been duly elected and qualified in accordance
with such bylaws and the laws of the state of Utah.
(c) On the effective date of the merger, the officers of the
Surviving Corporation shall be and consist of the officers of Aradyme
immediately prior to the merger, such officers to serve thereafter in
accordance with the bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the state of Utah.
If, on the effective date of the merger, a vacancy shall exist in the
board of directors or in any of the offices of the Surviving Corporation, such
vacancy may be filled in the manner provided in the bylaws of the Surviving
Corporation and the laws of the state of Utah.
ARTICLE III
MANNER AND BASIS OF CONVERTING SHARES
The manner and basis of converting the shares of Aradyme into shares of
MergerCo and the mode of carrying the merger into effect are as follows:
(a) Pursuant to the terms of the merger:
(i) each share of common stock of Aradyme issued and
outstanding immediately prior to the effective time of the
merger shall be converted at the effective time into the right
to receive one newly-issued share of common stock of Albion,
par value $0.001 per share ("New Albion Common Stock");
(ii) each share of preferred stock of Aradyme issued and
outstanding immediately prior to the effective time of the
merger shall be converted at the effective time into the right
to receive one newly-issued share of preferred stock of
Albion, par value $0.001 per share ("New Albion Preferred
Stock"); and
(iii) each option to purchase one share of Aradyme common
stock existing immediately prior to the effective time of the
merger will be converted at the effective time into the right
to receive newly-issued options to purchase New Albion Common
Stock on the same terms and conditions as provided in the
Aradyme options.
The New Albion Common Stock and New Albion Preferred Stock
shall be subject the rights of the holders of certain of such
shares of Aradyme Stock (each, a "dissenting Aradyme
stockholder") to seek an appraisal of the fair value thereof
as provided under Nevada law.
(b) The single share of MergerCo common stock issued and
outstanding, which is held by Albion, shall remain issued and
outstanding and held by Albion as a share of common stock of the
Surviving Corporation.
(c) After the effective date of the merger, each holder of an
outstanding certificate, which prior thereto represented shares of the
common stock of Aradyme, shall be entitled on surrender thereto to the
transfer and exchange agent to receive in exchange therefor a
certificate or certificates representing the number of whole shares of
New Albion Common Stock into which the shares of common stock of
Aradyme surrendered shall have been converted as aforesaid in such
denominations as such holder may request. Each holder of an outstanding
certificate, which prior thereto represented shares of the preferred
stock of Aradyme, shall be entitled on surrender thereto to the
transfer and exchange agent to receive in exchange therefor a
certificate or certificates representing the number of whole shares of
New Albion Preferred Stock into which the shares of preferred stock of
Aradyme surrendered shall have been converted as aforesaid in such
denominations as such holder may request. Until so surrendered, each
such outstanding certificate (which prior to the effective date of the
merger represented shares of the common or preferred stock of Aradyme)
shall for all purposes evidence the ownership of the shares of New
Albion Common Stock or New Albion Preferred Stock into which such
shares shall have been converted; provided that dividends or other
distributions that are payable in respect of shares of New Albion
Common Stock or New Albion Preferred Stock into which shares of Aradyme
shall have been converted shall be set aside by Albion and shall not be
paid to holders of certificates representing such shares of common
stock of Aradyme until such certificates shall have been surrendered in
exchange for certificates representing New Albion Common Stock or New
Albion Preferred Stock. On such surrender, the holder(s) of such shares
shall be entitled to receive such dividends or other distributions
without interest. Upon surrender, each such outstanding certificate
shall be cancelled by the surviving corporation.
(d) All shares of New Albion Common Stock or New Albion
Preferred Stock into which shares of the common or preferred stock of
Aradyme shall have been converted pursuant to this article III shall be
issued in full satisfaction of all rights pertaining to the shares of
Aradyme Stock.
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS
(a) The articles of incorporation of MergerCo, shall, on the
merger becoming effective, constitute the articles of incorporation of
the Surviving Corporation, except as amended in Article V herein,
unless and until amended in the manner provided by law.
(b) The bylaws of MergerCo shall, on the merger becoming
effective, be and constitute the bylaws of the Surviving Corporation
until amended in the manner provided by law.
ARTICLE V
AMENDMENT TO ARTICLES OF INCORPORATION
Upon the merger becoming effective, the articles of incorporation of
the surviving corporation shall be amended to provide that the name of the
Corporation shall be Aradyme Development Corporation.
ARTICLE VI
OTHER PROVISIONS WITH RESPECT TO MERGER
This Plan shall be submitted to the board of directors as provided by
the laws of the states of Utah, Delaware and Nevada, as applicable. After the
approval or adoption of this Plan in accordance with the requirements of the
laws of the states of Utah, Delaware and Nevada, as applicable, all required
documents shall be executed, acknowledged, certified, filed and recorded in
accordance with all requirements of the states of Utah, Delaware and Nevada, as
applicable.
ARTICLE VII
APPROVAL AND EFFECTIVE DATE OF THE MERGER;
MISCELLANEOUS MATTERS
(a) In order to aid the parties in establishing a date certain
for effectiveness of the merger for accounting and other purposes, the
merger shall be deemed to have become effective on filing of articles
of merger, setting forth the information required by and executed and
certified in accordance with the laws of the states of Nevada and Utah
with the Secretary of State of the State of Nevada and with the
Department of Commerce, Division of Corporations and Commercial Code of
the State of Utah, and each such office shall have issued a certified
copy reflecting such filing.
(b) If, at any time, the Surviving Corporation shall deem or
be advised that any further grants, assignments, confirmations or
assurances are necessary or desirable to vest, perfect or confirm title
in the Surviving Corporation, of record or otherwise, to any property
of Aradyme acquired or to be acquired by, or as a result of, the
merger, the officers and directors of Aradyme or any of them shall be
severally and fully authorized to execute and deliver any and all such
deeds, assignments, confirmations and assurances and to do all things
necessary or proper, so as to best prove, confirm and ratify title to
such property in the Surviving Corporation and otherwise carry out the
purposes of the merger and the terms of this Plan.
(c) For the convenience of the parties and to facilitate the
filing and recording of this Plan, any number of counterparts hereof
may be executed, and each such counterpart shall be deemed to be an
original instrument and all such counterparts together shall be
considered one instrument.
(d) This Plan cannot be altered or amended except pursuant to
an instrument in writing signed on behalf of the parties hereto.
IN WITNESS WHEREOF, each Constituent Corporation has caused this Plan
to be executed, all as of the date first above written.
ARADYME DEVELOPMENT CORPORATION
By:
Kirk L. Tanner, President
ALBION MERGER CORPORATION
By:
James R. Spencer, President
ALBION AVIATION, INC.
By:
Jehu Hand, President