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EXHIBIT
10.1
AGREEMENT OF MERGER AND
PLAN OF REORGANIZATION
This AGREEMENT OF MERGER AND
PLAN OF REORGANIZATION (the “ Agreement
”) is made and entered into as of July 2, 2007 between
Bad Toys Holdings, Inc., a Nevada corporation with a mailing
address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664
(“ Bad Toys Nevada ”), and Paladin
Holdings, Inc., a Florida corporation with a mailing address of
2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“
Paladin Florida ”). Bad Toys Nevada and Paladin
Florida are from time to time herein referred to as the “
Constituent Corporations .”
RECITALS
WHEREAS, Bad Toys Nevada is a
corporation duly organized and existing under the laws of the State
of Nevada and, on the date hereof, has authority to issue
300,000,000 shares of common stock, $.001 par value per share
(“ Bad Toys Nevada Common Stock ”), of
which 21,642,818 shares are issued and outstanding as of the date
hereof.
WHEREAS, Paladin Florida is a
corporation duly organized and existing under the laws of the State
of Florida and, on the date hereof, has authority to issue
300,000,000 shares of common stock, par value $.001 per share
(“ Paladin Florida Common Stock ”), of
which one share is issued and outstanding and owned by Bad Toys
Nevada.
WHEREAS, the Boards of
Directors of the Constituent Corporations deem it advisable and to
the advantage of the Constituent Corporations and their respective
shareholders that Bad Toys Nevada be merged with and into Paladin
Florida for the purpose of changing the jurisdiction of
incorporation of Bad Toys Nevada from the State of Nevada to the
State of Florida.
WHEREAS, each of the
Constituent Corporations has, subject to approval by its
shareholders, adopted the Plan of Merger embodied in this
Agreement.
NOW, THEREFORE, in
consideration of the terms hereof, the Constituent Corporations do
hereby agree to merge on the terms and conditions herein provided,
as follows:
ARTICLE I
The
Merger
1.01 The Merger . Upon
the terms and subject to the conditions hereof, on the Effective
Date (as hereinafter defined), Bad Toys Nevada shall be merged with
and into Southland Florida in accordance with the applicable laws
of the States of Nevada and Florida (the “
Merger ”). The separate existence of Bad Toys
Nevada shall cease, and Paladin Florida shall be the surviving
corporation (the “ Surviving Corporation
”) and shall be governed by the laws of the State of
Florida.
1.02 Effective Date .
The Merger shall become effective on the date and at the time of
filing of the Articles of Merger, in substantially the form annexed
hereto as Exhibit “A” , with the Secretary of
State of the State of Nevada, and Articles of Merger in
substantially the same form with the Secretary of State of the
State of Florida, whichever later occurs (the “
Effective Date ”), all after satisfaction of
the requirements of the applicable laws of such States prerequisite
to such filings, including, without limitation, the approval of the
shareholders of the Constituent Corporations.
1.03 Articles of
Incorporation . On the Effective Date, the Articles of
Incorporation of Paladin Florida, 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.
1.04 Bylaws . On the
Effective Date, the Bylaws of Paladin Florida, as in effect
immediately prior to the Effective Date, shall continue in full
force and effect as the bylaws of the Surviving
Corporation.
1.05 Directors and
Officers . The directors and officers of Paladin Florida
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 quali
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