AGREEMENT OF MERGER CAYENNE ENTERTAINMENT, INC. INTO BOEING RUN, INC.
AGREEMENT OF MERGER
Between
Boeing Run Incorporated
A Colorado Corporation and
Cayenne Entertainment, Inc.
A Nevada Corporation
WITNESS the term of this Agreement of Merger is by and between Boeing Run
Incorporated, a Colorado corporation (hereinafter referred to as "BRI") and
Cayenne Entertainment, Inc., a Nevada corporation (hereinafter referred to as
"CEI").
RECITALS:
I.INDEMNITY OF PARTIES
BRI was organized in accordance with the laws of the State of Colorado on
April 9, 1998 and has an authorized capitalization of 20,000,000 shares of
no par value common stock and 5,000,000 shares of non-voting preferred
stock, of which 1,230,000 shares of common stock are outstanding.
CEI was incorporated in accordance with the laws of the State of Nevada on
November 13, 2000. CEI's capitalization is 50,000,000 shares of $0.001 par
value of common stock and 1,000,000 shares of $0.001 par value of
preferred stock. CEI's outstanding shares upon the merger shall be 685,000
of common stock.
II.ASSUMPTION OF ASSETS & LIABIITIES
When this Agreement of Merger becomes effective as is hereinafter provided,
BRI shall;
Assume all assets, liabilities, agreements, license, shareholder and director
minutes including all resolutions thereto standing on the books and records of
CEI. Said assumed shareholder and director minutes shall become affixed to the
minutes of CEI upon the effective date of this merger. As a result thereof,
CEI shall no longer be engaged in business, having been merged into BRI.
III. REQUIREMENTS OF COLORADO LAW
Pursuant to the laws of the State of Colorado, a majority of the directors
of a Colorado corporation may enter into an Agreement of Merger setting
forth the terms and conditions of proposed merger, including a statement
of the capitalization, the number of shares of Capital Stock of the
surviving corporation, a statement of the methods of carrying the terms of
the Merger Agreement into effect, and such other details as may be deemed
necessary to disclose all matters effective in a merger. The laws of the
State of Colorado further provide that notice of a proposed merger shall
be given by mail to the last known address of each shareholder, not less
than ten (10) days prior to such meeting Such notice shall contain the
time and place of meeting. The laws of the State of Colorado provide
further that notice of the proposed merger may be waived by stockholders.
By the further terms of the laws of the State of Colorado, it is specified
that if a majority of the outstanding stock of the Colorado corporation
shall be voted in favor of the merger, the Agreement of Merger shall be
declared adopted. The vote thereon shall be acknowledged on the Agreement
of Merger by the President or Vice President and by the Secretary or
Assistant Secretary of the Colorado corporation., where upon the same
shall be filed in the office of the Secretary of State of Colorado upon
the recordation in the office of the Secretary of State of Colorado, the
merger shall, insofar as Colorado law is concerned, be deemed to be
consummated.
IV. REQUIREMENTS OF NEVADA LAW
Pursuant to the laws of the State of Nevada, a majority of the directors
of a Nevada corporation may enter into an Agreement of Merger setting
forth the terms and conditions of proposed merger, including a statement
of the capitalization, the number of shares of Capital Stock of the
surviving corporation, a statement of the methods of carrying the terms of
the Merger Agreement into effect, and such other details as may be deemed
necessary to disclose all matters effective in a merger. The laws of the
State of Nevada further provide that notice of a proposed merger shall be
given by mail to the last known address of each shareholder, not less than
twenty (20) days prior to such meeting. Such notice shall contain the time
and place of meeting. The laws of the State of Nevada provide further that
notice of the proposed merger may be waived by stockholders. By the
further terms of the laws of the State of Nevada, it is specified that if
a majority of the outstanding stock of the Nevada corporation shall be
voted in favor of the merger, the Agreement of Merger shall be declared
adopted. The vote thereon shall be acknowledged on the Agreement of Merger
by the President or Vice President and by the Secretary or Assistant
Secretary of the Nevada corporation. The Agreement of Merger shall be
signed and acknowledged by the President or Vice President and by the
Secretary of the Nevada corporation, where upon the same shall be filed
with the office of the Secretary of State of Nevada. Upon the recordation
in the office of the Secretary of State of Nevada, the merger shall,
insofar as Nevada law is concerned, be deemed to be consummated.
V. STATEMENT UNDER COLORADO LAW
The Agreement of Merger shall be as follows:
a.The corporations proposing to merge are BRI and CEI. BRI shall be the
surviving corporation.
b.Exchange ratio of CEI common shares to be surrendered and converted
for BRI common shares are, 1.19 CEI shares for one BRI common shares. Upon
merger BRI outstanding shares shall be 1,230,000 and CEI shares shall be
685,000 common shares.
c.BRI agrees to change its name to Cayenne Entertainment, Inc.
d.The surviving corporation, BRI, agrees that it may be served with
process in the State of Colorado in any proceeding for the enforcement of any
obligation to which CEI was a party with regard to the merger into CEI and BRI
agrees that it may be served with process in the State of Nevada in any
proceeding for enforcement of the rights of a dissenting shareholder of BRI
against CEI.
VI. STATEMENT UNDER NEVADA LAW
The terms and conditions of the proposed merger of CEI into BRI, shall be
as follows:
a.The Articles of Incorporation of BRI, which are on file with the
Secretary of State of Colorado, including amendment thereto, shall be the
Articles of incorporation of the surviving corporation BRI.
b.All CEI 685,000 common shares will be exchanged for 575,000 of BRI
common shares.
NOW THEREFORE, in consideration of the foregoing recitals, and the mutual
covenants hereinafter set forth BRI and CEI, desire to merge as that term is
used in the States of Colorado and Nevada, do hereby, act through a majority
of the Board of Directors and Shareholders of each corporation, agree to merge
as follows:
VII. AGREEMENT TO MERGE
The parties hereby agree that CEI shall be merged into BRI, and they do hereby
further specifically agree, in order to accomplish such results, as follows:
a.Each of the parties hereto shall prepare and cause to be mailed such
notices as may be required or be desirable pursuant to the laws of the States
of Nevada and Colorado. And in addition, they shall see to the mailing to the
stockholders of the parties of all information which may be necessary or
desirable in order to permit such stockholders to reach an intelligent and
informed decision with respect to the proposed merger. The expense of all such
notices, reports and information and of the mailing of same shall be borne by
BRI with respect to which the material is prepared and to the stockholders of
BRI and CEI regarding materials submitted, as the case may be, including the
costs of preparing any reports or documents heretofore published and available
and deemed desirable for such distribution. Each of the parties hereto shall
proceed with all due diligence, but strictly in cooperation with the other, to
secure the approval of the Agreement of Merger by the requisite vote of the
stockholders of the parties and shall thereafter see to the filing of all
required notices and undertakings of every kind and character, pursuant to the
laws of the States of Nevada and Colorado.
b.Upon the completion of the final steps necessary to permit this
Agreement of Merger to become effective, the same shall forthwith become
effective wherein BRI, shall take over and assume all of the assets,
liabilities, agreements and license at which time, stockholders of CEI shall
surrender all their stock certificates representing the 685,000 shares of
common stock outstanding. CEI shares surrendered to BRI shall be canceled and
retired by BRI. Upon this merger all assets, liabilities, agreements, licenses
and minutes of CEI shall be adopted to and become the assets, liabilities,
agreements, licenses and minutes of BRI.
VIII. EXPENSES AND FEES
BRI shall pay all expenses in connection with the calling and convening of the
special stockholders meetings to ratify and approve the Agreement of Merger.
IX. DIRECTORS AND OFFICERS
a.On the effective date of this merger, the Board of Directors of BRI
consisted of four (4) Directors. The terms of office of such members of the
Board of Directors shall be until their successors shall be elected and
qualified, and serve until the next annual meeting of the surviving BRI. The
names and addresses of the BRI Directors are as follows:
Gordon LeBlanc, Jr. James B. Pugh
5527 East Camelback Road 1333 W. Guadelupe Road, Suite 521
Phoenix, Arizona 85018 Gilbert, Arizona 85233-3014
Garth Jax Nelson Larkin
6244 East Calle Camelia 1707 Division Street, Suite 100
Scottsdale, Arizona 85251 Nashville, Tennessee 37203
b.Upon the effective date of this merger, the Board of Directors of BRI
shall consist of four (4) Directors. The terms of office of such members of
the Board of Directors shall be until their successors shall be elected and
qualified and shall serve and hold such office until his earlier death,
resignation or removal by BRI stockholders. The names and addresses of the
four (4) BRI Directors are as follows:
Gordon LeBlanc, Jr. James B. Pugh
5527 East Camelback Road 1333 W. Guadelupe Road, Suite 521
Phoenix, Arizona 85018 Gilbert, Arizona 85233-3014
Garth Jax Nelson Larkin
6244 East Calle Camelia 1707 Division Street, Suite 100
Scottsdale, Arizona 85251 Nashville, Tennessee 37203
X. DISSENTING SHAREHOLDERS
The surviving BRI shall comply with the provisions of applicable law, with
the appraisal of and reasonable payment for stock of stockholders objecting to
this merger. Reasonable payments for said dissenting stock and the reasonable
cost of all proceedings in connection with all matters necessary to be
performed in connection therewith will be at BRI's expense.
XI. RESCIND OR ABANDONMENT OF MERGER
Anything herein to the contrary notwithstanding, this merger may be terminated
and the merger provided herein rescinded or abandoned at any time prior to the
effective date of the merger, before or after such action of the stockholders,
pursuant to resolution adopted by the Board of Directors of either party
hereto. If payment to dissenting CEI/BRI stockholders, if any, are
unreasonable in CEI's opinion and are not acceptable to CEI, then at CEI's
election, this Agreement of Merger, the same shall become wholly void and of
no effect and there shall be no liability on the part of either party hereto,
or their respective Boards of Directors or the stockholders and all exchanges
of every kind shall revert back to each party hereto and each party hereto
thereafter holds to other party hereto harmless forever.
X. EXECUTION
This Agreement of Merger may be executed in any manner of counterparts, all of
which together shall constitute one original Agreement of Merger.
IN WITNESS WHEREOF, by authority of the Board of Directors of BRI and CEI, BRI
and CEI, jointly and severely, hereto have authorized their duly authorized
corporate officers to execute this Agreement as of the date and year set forth
below.
The effective date of this Agreement shall be the last date stated below.
Agreed to this 6th day of April, 2001
BOEING RUN INCORPORATED
/s/ Gordon LeBlanc, Jr. /s/ Jim Pugh
Gordon LeBlanc, Jr. as its President Jim Pugh, as its Secretary
Agreed to this 6th day of April, 2001
CAYENNE ENTERTAINMENT, INC.
/s/ Gordon LeBlanc, Jr. /s/ Kay LeBlanc
Gordon LeBlanc, Jr. as its President Kay LeBlanc, as its Secretary