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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of January 11,
2007.
BETWEEN:
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HEALTHCARE PROVIDERS DIRECT, INC. , a Nevada corporation,
having its office 240 12th Street, New Westminster, British
Columbia V3M 4H2 Canada
(" HPD ")
AND:
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ALPHA MOTORSPORT, INC. , a Nevada corporation, having its
office at 240 12th Street, New Westminster, British Columbia V3M
4H2 Canada
(" Alpha ")
WHEREAS:
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A.
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HPD is the wholly-owned subsidiary of
Alpha;
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B.
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The board of directors of HPD and Alpha deem it
advisable and in the best interest of their respective companies
and shareholders that HPD be merged with and into Alpha, with Alpha
remaining as the surviving corporation under the name "Healthcare
Providers Direct, Inc."
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C.
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The board of directors of HPD has approved the
plan of merger embodied in this Agreement; and
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D.
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The board of directors of Alpha has approved the
plan of merger embodied in this Agreement.
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THEREFORE, in consideration of the mutual
agreements and covenants set forth herein, the parties hereto do
hereby agree to merge on the terms and conditions herein provided,
as follows:
Upon the terms and subject to the conditions
hereof, on the Effective Date (as hereinafter defined), HPD shall
be merged with and into Alpha in accordance with the applicable
laws of the State of Nevada (the " Merger "). The separate
existence of HPD shall cease, and Alpha shall be the surviving
corporation under the name "Healthcare Providers Direct, Inc." (the
" Surviving Corporation ") and shall be governed by the laws
of the State of Nevada.
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The Merger shall become effective on the date and
at the time (the " Effective Date ") that:
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(a)
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the Articles of Merger, in substantially the form
annexed hereto as Appendix A, that the parties hereto intend to
deliver to the Secretary of State of the State of Nevada, are
accepted and declared effective by the Secretary of State of the
State of Nevada; and
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(b)
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after satisfaction of the requirements of the
laws of the State of Nevada.
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1.3
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Articles of
Incorporation
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On the Effective Date, the Articles of
Incorporation of Alpha, as in effect immediately prior to the
Effective Date, shall continue in full force and effect as the
Articles of Incorporation of the Surviving Corporation except that
Article 1 of the Articles of Incorporation of Alpha, as the
Surviving Corporation, shall be amended to state that the name of
the corporation is "Healthcare Providers Direct, Inc."
On the Effective Date, the Bylaws of Alpha, as in
effect immediately prior to the Effective Date, shall continue in
full force and effect as the bylaws of the Surviving
Corporation.
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1.5
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Directors and Officers
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The directors and officers of Alpha immediately
prior to the Effective Date shall be the directors and officers of
the Surviving Corporation, until their successors shall have been
duly elected and qualified or until otherwise provided by law, the
Articles of I
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