AGREEMENT AND PLAN OF MERGER between MAYFORD ACQUISITION
CORPORATION., a Delaware corporation, ("MAYFORD"), and SYNTEC
ACQUISITION CORPORATION, a Texas corporation, ("Syntec"), which
corporations are hereinafter sometimes referred to jointly as the
"Constituent Corporations."
WHEREAS, in consideration of the premises, and the mutual
covenants and agreements herein contained, the parties hereto agree
that Syntec shall be merged into Mayford in accordance with the
applicable provisions of the Delaware General Corporation Law and
the Texas Business Corporation Act and upon the following terms and
conditions,
Now, therefore, Mayford and Syntec adopt this Agreement and
Plan of Merger (the "Agreement") and agree as follows:
1. ORGANIZATION OF THE PARTIES. Mayford is a
corporation duly organized and existing under the laws of the State
of Delaware. Syntec is a corporation duly organized and existing
under the laws of the State of Texas.
2. MAYFORD'S CAPITALIZATION. Mayford has authorized
capital stock consisting of 60,000,000 shares of Class A common
stock, $.0001 par value per share, of which 21,227,083 shares are
issued and outstanding, 10,000,000 shares of Class B common stock,
$.0001 par value per share, of which no shares are issued or
outstanding, 3,000,000 shares of Series A convertible preferred
stock, $.0001 par value per share, of which 2,972,504 shares are
issued or outstanding, and 27,000,000 shares of undesignated
preferred, $.0001 par value per share, of which no shares are
designated or issued.
3. SYNTEC'S CAPITALIZATION. Syntec has authorized
capital stock consisting of 60,000,000 shares of Class A common
stock, $.0001 par value per share, of which 6,490,833 shares are
issued and outstanding, 10,000,000 shares of Class B common stock,
$.0001 par value per share, of which no shares are issued and
outstanding, and 3,000,000 shares of Series A convertible preferred
stock, $.0001 par value per share, of which 1,189,000 shares are
issued and outstanding, and 27,000,000 shares of undesignated
preferred stock, $.0001 par value per share, of which no shares are
designated or issued.
4. INTENT TO MERGE. Mayford and Syntec intend to
effect a statutory parent-subsidiary merger of Syntec into Mayford
pursuant to Section 253 of the Delaware General Corporation Law and
Article 5.16 of the Texas Business Corporation Act in the manner
herein set forth and the board of directors of Mayford has adopted
resolutions, by written consent, approving this Agreement.
5. PARTIES TO PROPOSED MERGER
5.1. SYNTEC. The name of the corporation proposing
to merge into Mayford is Syntec Acquisition Corporation.
5.2. THE SURVIVING CORPORATION. The surviving
corporation shall be Mayford Acquisition Corporation.
6. TERMS AND CONDITIONS OF PROPOSED MERGER
6.1. GENERAL. Upon the effective date of the Merger:
(A) Syntec shall merge into Mayford, which shall
survive the Merger and continue to be a Delaware corporation;
(B) The shares of capital stock of Mayford
outstanding upon the effective date of the Merger (other than shares
of such capital stock held by Syntec) shall be and remain
outstanding shares of capital stock of Mayford in accordance with
their terms;
(C) The shares of capital stock of Mayford
outstanding upon the effective date of the Merger and held by Syntec
shall be cancelled;
(D) The name of Mayford shall become CCM
Manufacturing Technologies, Inc.; and
(E) Upon effectiveness of the Merger, each
outstanding option and warrant to purchase Class A common stock or
Class B common stock of Syntec shall thereafter represent the right
to purchase the equivalent number of shares of Class A common stock
or Class B common stock, respectively, of Mayford (subject to the
adjustment provisions contained therein), and Syntec's Long-Term
Stock Incentive Plan (the "Stock Plan") shall thereafter authorize
the issuance of options to purchase and other rights with respect to
a total of 2,500,000 shares of the Class B common stock of Mayford
(or the Class A common stock of the Corporation after the Class B
common stock of Mayford has been converted into Class A common stock
in accordance with the Certificate of Incorporation of Mayford).
6.2. EFFECTIVE DATE OF THE MERGER. The effective
date of the Merger shall be upon filing of the Certificate of
Ownership and Merger with the State of Delaware and the Articles of
Merger with the State of Texas.
6.3. PRIVATE PROPERTY OF SHAREHOLDERS. Private
property of shareholders of Mayford and of Syntec shall not be
subject to the payment of the corporate debts of either corporation
to any extent whatsoever.
7. CONVERSION OF SHARES OF CONSTITUENT
CORPORATIONS. Upon the effective date of the Merger, all issued and
outstanding shares of capital stock of Syntec shall automatically
and by operation of law be cancelled and all certificates evidencing
ownership of such shares shall be void and of no effect, and all
issued and outstanding shares of capital stock of Mayford shall
remain issued and outstanding (other than shares of such capital
stock held by Syntec which shall be cancelled).
8. CERTIFICATE OF INCORPORATION AND BYLAWS. The
Certificate of Incorporation and Bylaws of Mayford on the effective
date of the Merger shall remain unchanged, subject to Mayford's
right to amend its Certificate of Incorporation and Bylaws in
accordance with the laws of the State of Delaware.
9. DIRECTORS AND OFFICERS. The directors and
officers of Mayford on the effective date of the Merger shall remain
unchanged, each to hold office until a successor shall have been
elected and shall have been qualified or until their earlier
resignation or removal.
10. CORPORATE APPROVAL. Pursuant to Section 253 of
the Delaware General Corporation Law this Agreement and related
matters shall not be submitted to the shareholders or Board of
Directors of Syntec to vote or consent with respect thereto.
11. FURTHER ASSURANCES. If at any time Syntec
shall consider or be advised that any further assignment, assurance
or other action is necessary or desirable to vest in Mayford the
title of any property or right of Syntec or otherwise to carry out
the purposes of this Agreement, the proper officers and directors of
Syntec shall execute and make all such proper assignments and
assurances and take such other actions.
12. EFFECTIVE DATE. The effective date of this
Agreement shall be June 19, 2000.
MAYFORD ACQUISITION CORPORATION SYNTEC ACQUISITION CORPORATION
By:______________________________ By:________________________
President President