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PLAN AND AGREEMENT OF TRIANGULAR
MERGER
BETWEEN
MED-X SYSTEMS, INC.,
CRANSTON, INC. (A NEVADA CORPORATION)
AND
CRANSTON, INC. (A NEW YORK CORPORATION)
MED-X SYSTEMS, INC., a Nevada corporation ("Med-X"), EQUITABLE
ASSETS,
INC., a Nevada corporation, the controlling stockholder of Med-X
(the "Med-X
Controlling Stockholder"), CRANSTON, INC., a Nevada corporation
(the
"Subsidiary"), and CRANSTON, INC., a New York corporation
("Cranston"), hereby
agree as follows:
WHEREAS, the Subsidiary is a wholly-owned subsidiary of Med-X;
and
WHEREAS, Cranston desires to merge with and into the Subsidiary
(the
"Merger"); and
WHEREAS, as a result of the Merger, the stockholders of Cranston
(the
"Cranston Stockholders") will receive shares of the common stock
of Med-X, no
par value per share (the "Med-X Common Stock") in exchange for
all of their
shares of the common stock of Cranston, no par value per share
(the "Cranston
Common Stock"); and
NOW, THEREFORE, in consideration of the foregoing and the
following mutual
covenants and agreements, the parties agree as follows:
1. Plan Adopted. A plan of merger whereby Cranston merges with
and
-------------
into the Subsidiary (this "Plan of Merger"), pursuant to the
provisions of
Article 9 of the New York Business Corporation Law (the
"NYBCL"), Chapter 92A of
the Nevada Revised Statutes (the "NRS"), and Section
368(a)(2)(D) of the
Internal Revenue Code of 1986, as amended, is adopted as
follows:
(a) Cranston shall be merged with and into the Subsidiary,
to
exist and be governed by the laws of the State of Nevada.
(b) The Subsidiary shall be the surviving corporation (the
"Surviving Corporation") and will continue to be a wholly-owned
subsidiary of
Med-X.
(c) When this Plan of Merger shall become effective, the
separate
existence of Cranston shall cease and the Surviving Corporation
shall succeed,
without other transfer, to all the rights and properties of
Cranston and shall
be subject to all the debts and liabilities of such corporation
in the same
manner as if the Surviving Corporation had itself incurred them.
All rights of
creditors and all liens upon the property of each constituent
entity shall be
preserved unimpaired, limited in lien to the property affected
by such liens
immediately prior to the Merger.
(d) The Surviving Corporation will be responsible for the
payment
of all fees and franchise taxes of the constituent entities
payable to the
States of Nevada and New York, if any.
(e) The Surviving Corporation will carry on business with
the
assets of Cranston, as well as the assets of the Subsidiary.
(f) The Surviving Corporation will be responsible for the
payment
of the fair value of shares, if any, required under Article 9 of
the NYBCL or
Chapter 92A of the NRS.
(g) The Cranston Stockholders will surrender all of their
shares
of the Cranston Common Stock in the manner hereinafter set
forth.
(h) In exchange for the shares of the Cranston Common Stock
surrendered by the Cranston Stockholders, Med-X will issue and
transfer to them
on the basis hereinafter set forth, shares of the Med-X Common
Stock.
1
<PAGE>
(i) A copy of this Plan of Merger will be furnished by the
Surviving Corporation, on request and without cost, to any
stockholder of any
constituent corporation.
(j) The authorized capital stock of the Subsidiary is
200,000,000
shares of common stock, par value $0.001 per share (the
"Subsidiary Common
Stock"), of which one share is issued and outstanding, and
50,000,000 shares of
preferred stock, par value $0.001 per share, of which none are
issued or
outstanding.
(k) The authorized capital stock of Cranston is 200 shares
of
common stock, no par value per share, of which 200 shares are
issued and
outstanding.
2. Effective Date. The effective date of the Merger (the
"Effective
---------------
Date") shall be the date of the filing of Articles of Merger and
a Certificate
of Merger for the Subsidiary and Cranston in the States of
Nevada and New York,
respectively.
3. Submission to Stockholders. This Plan of Merger shall be
submitted
---------------------------
for approval separately to the Cranston Stockholders and the
stockholders of the
Subsidiary in the manner provided by the laws of the States of
New York and
Nevada.
4. Manner of Exchange. On the Effective Date, the Cranston
--------------------
Stockholders shall surrender their stock certificates
representing all of the
issued and outstanding shares of the Cranston Common Stock to
the Subsidiary in
exchange for certificates representing the shares of the Med-X
Common Stock to
which they are entitled. Following the receipt of the shares of
the Cranston
Common Stock by the Subsidiary, the shares of the Cranston
Common Stock shall be
cancelled. The one share of the Subsidiary Common Stock shall
remain issued and
outstanding.
5. Basis of Exchange. The Cranston Stockholders currently own
200
-------------------
shares of the Cranston Common Stock, which shares constitute all
of the issued
and outstanding shares of the capital stock of Cranston. As a
result of the
Merger, the Cranston Stockholders shall be entitled to receive,
in exchange for
all of their Cranston Common Stock, 20,000,000 shares of the
Med-X Common Stock
on the basis of 100,000 shares of the Med-X Common Stock for
each share of the
Cranston Common Stock held by each of the Cranston
Stockholders.
6. Restricted Shares. All shares of the Med-X Common Stock to
be
------------------
received by the Cranston Stockholders hereunder shall be
restricted in their
resale as provided in the Securities Act of 1933, as amended
(the "Securities
Act"), and shall contain a legend as required by the Securities
Act, which shall
read as follows:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE
HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER
SUCH
SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION
STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND
ANY
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION
FROM
REGISTRATION UNDER THE SECURITIES ACT.
7. Directors and Officers of the Surviving Corporation.
----------------------------------------------------------
(a) Following the Merger, the present Board of Directors of
Cranston shall serve as the Board of Directors of the Surviving
Corporation
until the next annual meeting or until such time as their
successors have been
elected and qualified.
(b) If a vacancy shall exist on the Board of Directors of
the
Surviving Corporation on the Effective Date, such vacancy may be
filled by the
Board of Directors of the Surviving Corporation as provided in
the Bylaws of the
Surviving Corporation.
(c) All persons who, on the Effective Date, are executive or
administrative officers of Cranston shall be the officers of the
Surviving
Corporation until the Board of Directors of the Surviving
Corporation
2
<PAGE>
shall otherwise determine. The Board of Directors of the
Surviving Corporation
may elect or appoint such additional officers as it may deem
necessary or
appropriate.
8. Articles of Incorporation. The Articles of Incorporation of
the
---------------------------
Subsidiary existing on the Effective Date, a copy of which is
attached hereto as
Attachment A shall continue in full force as the Articles of
Incorporation of
-------------
the Surviving Corporation until altered, amended, or repealed as
provided
therein or as provided by law.
9. Bylaws. The Bylaws of the Subsidiary existing on the
Effective
------
Date, a copy of which is attached hereto as Attachment B shall
continue in full
------------
force as the Bylaws of the Surviving Corporation until altered,
amended, or
repealed as provided therein or as provided by law.
10. Directors and Officers of Med-X. On the Effective Date,
persons
----------------------------------
selected by Cranston will be elected to the Board of Directors
of Med-X, and
immediately thereafter, all of the members of the Med-X Board of
Directors
serving before the Effective Date shall resign. Further, on the
Effective Date,
the Board of Directors will elect a person selected by Cranston
as President of
Med-X, and all of the other officers of Med-X other than such
person selected by
Cranston shall resign on the Effective Date.
11. Copies of the Plan of Merger. A copy of this Plan of Merger
is on
-----------------------------
file at 2 West 46th Street, Second Floor, New York, New York
10036, the
principal offices of Cranston, and at 1301 Travis, Suite 1200,
Houston, Texas
77002, the principal offices of Med-X and the Subsidiary. A copy
of this Plan
of Merger will be furnished to any stockholder of Cranston,
Med-X, or the
Subsidiary, on written request and without cost.
12. Additional Consideration for the Merger. As additional
-------------------------------------------
consideration for the Merger and the services rendered hereunder
by the Med-X
Controlling Stockholder, Cranston shall deliver to the Med-X
Controlling
Stockholder the sum of $80,000 (the "Cash Consideration"). The
Cash
Consideration shall be placed in escrow pursuant to the Escrow
Agreement
described in Attachment C attached hereto (the "Escrow
Agreement"), and held in
------------
escrow until the shares of the Med-X Common Stock are trading on
the OTCBB as
described hereinafter.
13. Lock-Up of Shares of the Med-X Common Stock. At the
Effective
------------------------------------------------
Date, the 4,188,646 shares of the Med-X Common Stock owned by
the Med-X
Controlling Stockholder shall be placed in the Escrow Agreement
and subject to
the "lock-up" as therein provided.
14. Trading on the OTCBB. Promptly following the Effective Date,
the
----------------------
Med-X Controlling Stockholder will use its best efforts to do
all things
necessary to qualify the shares of the Med-X Common Stock for
quotation and sale
on the Over the Counter Bulletin Board maintained by the Nasdaq
Stock Market,
Inc. (the "OTCBB").
15. Representations and Warranties of Cranston. Where a
representation
------------------------------------------
contained in this Agreement is qualified by the phrase "to the
best knowledge of
Cranston" (or words of similar import), such expression means
that, after having
conducted a due diligence review, Cranston believes the
statement to be true,
accurate, and complete in all material respects. Knowledge shall
not be imputed
nor shall it include any matters which such person should have
known or should
have been reasonably expected to have known. Cranston represents
and warrants
to Med-X, the Subsidiary, and the Med-X Controlling Stockholder
as follows:
(a) Power and Authority. Cranston has full power and authority
to
-------------------
execute, deliver, and perform this Agreement and all other
agreements,
certificates or documents to be delivered in connection
herewith, including,
without limitation, the other agreements, certificates and
documents
contemplated hereby (collectively the "Other Agreements").
(b) Binding Effect. Upon execution and delivery by Cranston,
this
--------------
Agreement and the Other Agreements shall be and constitute the
valid, binding
and legal obligations of Cranston, enforceable against Cranston
in accordance
with the terms hereof and thereof, except as the enforceability
hereof or
thereof may be subject to the effect of (i) any applicable
bankruptcy,
insolvency, reorganization, moratorium or similar laws relating
to or affecting
creditors' rights generally, and (ii) general principles of
equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at
law).
3
<PAGE>
(c) Effect. Neither the execution and delivery of this
Agreement
------
or the Other Agreements nor full performance by Cranston of its
obligations
hereunder or thereunder will violate or breach, or otherwise
constitute or give
rise to a default under, the terms or provisions of the Articles
of
Incorporation or Bylaws of Cranston or, subject to obtaining any
and all
necessary consents, of any contract, commitment or other
obligation of Cranston
or necessary for the operation of Cranston's business (the
"Business") following
the Merger or any other material contract, commitment, or other
obligations to
which Cranston is a party, or create or result in the creation
of any
encumbrance on any of the property of Cranston.
(d) No Consents. No consent, approval or authorization of,
or
------------
registration, declaration or filing with any third party,
including, but not
limited to, any governmental department, agency, commission or
other
instrumentality, will, except such consents, if any, delivered
or obtained on or
prior to the Effective Date, be obtained or made by Cranston
prior to the
Effective Date to authorize the execution, delivery and
performance by Cranston
of this Agreement or the Other Agreements.
(e) Capitalization. Cranston is authorized by its Articles
of
--------------
Incorporation to issue 200 shares of the Cranston Common Stock.
As of the date
of this Agreement, there are 200 shares of the Cranston Common
Stock duly and
validly issued and outstanding, fully paid, and non-assessable.
Other than as
disclosed herein, there are no outstanding options, contracts,
commitments,
warrants, preemptive rights, agreements or any rights of any
character affecting
or relating in any manner to the issuance of the Cranston Common
Stock or other
securities or entitling anyone to acquire the Cranston Common
Stock or other
securities of Cranston.
(f) Stock Ownership. The Cranston Stockholders have good,
----------------
absolute, and marketable title to 200 shares of the Cranston
Common Stock as
described herein, which constitute 100 percent of the issued and
outstanding
shares of the Cranston Common Stock. Cranston has the complete
and unrestricted
right, power and authority to cause the Merger pursuant to this
Agreement. The
delivery of the Cranston Common Stock to the Subsidiary as
herein contemplated
will vest in the Subsidiary good, absolute and marketable title
to the shares of
the Cranston Common Stock as described herein, free and clear of
all liens,
claims, encumbrances, and restrictions of every kind, except
those restrictions
imposed by applicable securities laws or this Agreement.
(g) Restrictions on Shares. The shares of the Med-X Common
Stock
-----------------------
to be exchanged in connection with the Merger on the Effective
Date will carry a
restrictive legend under the Securities Act. All of the Cranston
Stockholders
shall execute and deliver to Med-X on the Effective Date the
Subscription
Agreement in the form described in Attachment D attached
hereto.
-------------
(h) Organization and Standing of Cranston. Cranston is a
duly
-----------------------------------------
organized and validly existing New York corporation in good
standing, with all
requisite corporate power and authority to carry on the Business
as presently
conducted. Cranston has not qualified to do business in any
other state.
(i) Litigation. Cranston has no litigation, arbitrations,
claims,
----------
governmental or other proceedings (formal or informal), or
investigations
pending, threatened, or in prospect (or any basis therefor known
to Cranston)
with respect to Cranston, or any of its business, properties, or
assets prior to
the execution of this Agreement. Cranston is not affected by any
present or
threatened strike or other labor disturbance or, to the best
knowledge of
Cranston, is any union attempting to represent any employee of
Cranston as
collective bargaining agent. Cranston is not in violation of, or
in default
with respect to, any law, rule, regulation, order, judgment, or
decree; nor is
Cranston required to take any action in order to avoid such a
violation or
default.
(j) Compliance with Laws and Regulations. To the best
knowledge
--------------------------------------
of Cranston, Cranston is in material compliance, with all laws,
ordinances,
codes, restrictions, regulations and other legal requirements
applicable to the
conduct of the Business, the noncompliance with which would be
likely to have a
material adverse effect on the Business; and there are no
lawsuits or
proceedings pending or, to its knowledge, threatened with
respect to the
foregoing.
(k) No Defaults. To the best knowledge of Cranston, Cranston
is
------------
not in default under any provision, of any lease, contract,
commitment,
obligation, note, bond, debenture, mortgage, indenture, security
agreement,
guaranty, or other instrument of indebtedness, and no existing
condition exists
which, with the giving of
4
<PAGE>
notice or the passage of time, or both, would constitute such a
default, in
either case, which default is or would be likely to have a
material adverse
effect on the Business.
(l) Compliance with Law and Other Instruments. The business
and
-------------------------------------------
operations of Cranston have been and are being conducted in
accordance with all
applicable laws, rules and regulations of all authorities,
except those which do
not (either individually or in the aggregate) materially and
adversely affect
Cranston.
(m) Authority to Merge. Cranston has all requisite power and
--------------------
authority to execute, deliver, and perform this Agreement. All
necessary
corporate proceedings of Cranston have been duly taken to
authorize the
execution, delivery, and performance of this Agreement by
Cranston. This
Agreement has been duly authorized, executed and delivered by
Cranston and the
Cranston Stockholders; is the legal, valid, and binding
obligation of Cranston;
and is enforceable as to it in accordance with its terms subject
to any laws
relating to bankruptcy or any other similar laws.
No consent, authorization, approval, order, license,
certificate, or permit
of or from, or declaration of filing with, any federal, state,
local, or other
governmental authority or any court or other tribunal is
required by Cranston
for the execution, delivery, or performance of this Agreement by
Cranston. No
consent of any party to any contract, agreement, instrument,
lease, license,
arrangement, or understanding to which Cranston is a party, or
to which any of
its properties or assets are subject, is required for the
execution, delivery or
performance of this Agreement; and the execution, delivery, and
performance of
this Agreement will not violate, result in a breach of, conflict
with, or (with
or without the giving of notice or the passage of time or both)
entitle any
party to terminate or call a default under any contract,
agreement, instrument,
lease, license, arrangement, or understanding, or violate or
result in a breach
of any term of the articles of incorporation (or other charter
document) or
bylaws of Cranston or violate, result in a breach of, or
conflict with any law,
rule, regulation, order, judgment, or decree binding on Cranston
or to which any
of its operations, business, properties, or assets are
subject.
(n) Records. The books of account and minute books of
Cranston
-------
are complete and correct, and reflect all those transactions
involving its
business which properly should have been set forth in such
books.
(o) Representations and Warranties True and Complete. All
-----------------------------------------------------
representations and warranties of Cranston in this Agreement and
the Other
Agreements are true, accurate and complete in all material
respects as of the
Effective Date.
(p) No Knowledge of Default. Cranston has no knowledge that
any
-------------------------
representations and warranties of Med-X, the Subsidiary, and the
Med-X
Controlling Stockholder contained in this Agreement or the Other
Agreements are
untrue, inaccurate or incomplete or that Med-X, the Subsidiary,
or the Med-X
Controller Stockholders is in default under any term or
provision of this
Agreement or the Other Agreements.
(q) No Untrue Statements. No representation or warranty by
----------------------
Cranston in this Agreement or in any writing furnished or to be
furnished
pursuant hereto, contains or will contain any untrue statement
of a material
fact, or omits, or will omit to state any material fact required
to make the
statements herein or therein contained not misleading.
(r) Reliance. The foregoing representations and warranties
are
--------
made by Cranston with the knowledge and expectation that Med-X,
the Subsidiary,
and the Med-X Controlling Stockholder are placing complete
reliance thereon.
16. Representations and Warranties of Med-X, the Subsidiary, and
the
-------------------------------------------------------------------
Med-X Controlling Stockholder. Where a representation contained
in this
-----------------------------
Agreement is qualified by the phrase "to the best knowledge of
Med-X, the
Subsidiary, and the Med-X Controlling Stockholder" (or words of
similar import),
such expression means that, after having conducted a due
diligence review,
Med-X, the Subsidiary, and the Med-X Controlling Stockholder
believe the
statement to be true, accurate, and complete in all material
respects.
Knowledge shall not be imputed nor shall it include any matters
which such
person should have known or should have been reasonably expected
to have known.
Med-X, the Subsidiary, and the Med-X Controlling Stockholder
hereby represent
and warrant to Cranston as follows:
5
<PAGE>
(a) Power and Authority. Med-X, the Subsidiary, and the
Med-X
---------------------
Controlling Stockholder have full power and authority to
execute, deliver and
perform this Agreement and the Other Agreements.
(b) Authorization. The execution, delivery and performance
of
-------------
this Agreement and the Other Agreements by Med-X and the
Subsidiary have been
duly authorized by all requisite corporate action.
(c) Binding Effect. Upon execution and delivery by Med-X,
the
---------------
Subsidiary, and the Med-X Controlling Stockholder, this
Agreement and the Other
Agreements shall be and constitute the valid, binding and legal
obligations of
Med-X, the Subsidiary, and the Med-X Controlling Stockholder
enforceable against
them in accordance with the terms hereof or thereof, except as
the
enforceability hereof and thereof may be subject to the effect
of (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws
relating to or affecting creditors' rights generally, and (ii)
general
principles of equity (regardless of whether such enforceability
is considered in
a proceeding in equity or at law).
(d) Effect. Neither the execution and delivery of this
Agreement
------
or the Other Agreements nor full performance by Med-X, the
Subsidiary, and the
Med-X Controlling Stockholder of their obligations hereunder or
thereunder will
violate or breach, or otherwise constitute or give rise to a
default under, the
terms or provisions of the Articles of Incorporation or Bylaws
of Med-X or the
Subsidiary or, subject to obtaining any and all necessary
consents, of any
contract, commitment or other obligation of Med-X or the
Subsidiary or necessary
for the operation of the business of Med-X or the Subsidiary
following the
Effective Date or any other material contract, commitment, or
other obligation
to which Med-X or the Subsidiary is a party, or create or result
in the creation
of any encumbrance on any of the assets of Med-X or the
Subsidiary.
(e) No Consents. No consent, approval or authorization of,
or
------------
registration, declaration or filing with any third party,
including, but not
limited to, any governmental department, agency, commission or
other
instrumentality, will, except such consents, if any, delivered
or obtained on or
prior to the Effective Date, be obtained or made by Med-X, the
Subsidiary, and
the Med-X Controlling Stockholder prior to the Effective Date to
authorize the
execution, delivery and performance by Med-X, the Subsidiary,
and the Med-X
Controlling Stockholder of this Agreement or the Other
Agreements.
(f) No Disputes with Auditors. As of the date of this
Agreement,
--------------------------
neither Med-X nor the Subsidiary has had any disputes with its
auditors.
(g) Tax Returns and Audits. As of the date of this
Agreement,
-------------------------
Med-X and the Subsidiary have duly filed all federal, state, and
local tax
returns as required to be filed by them (including, but not
limited to, all
payroll or other employment related tax returns), and have paid
all federal,
state and local taxes, including, but not limited to all payroll
and employment
taxes, required to be paid with respect to the periods covered
by such returns.
Med-X and the Subsidiary have not been delinquent in the payment
of any tax,
assessment, or governmental charge, and have not had any tax
deficiencies
proposed or assessed against them and have not executed any
waiver of the
statute of limitations on the assessment or collection of any
tax. Med-X has
delivered to Cranston all tax returns of Med-X and the
Subsidiary for the last
five years.
(h) Exchange Act Status. Med-X is a fully reporting company
under
-------------------
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the
Med-X Common Stock is registered under Section 12(g) of the
Exchange Act.
However, the Med-X Common Stock is not currently traded in any
public market.
At the Effective Date, Med-X shall be current in all filings
required by the
Exchange Act (the "SEC Filings"). Med-X has delivered to
Cranston signed copies
of all of the SEC Filings for the last seven years.
(i) Organization and Standing of Med-X. Med-X is a duly
organized
----------------------------------
and validly existing Nevada corporation in good standing, with
all requisite
corporate power and authority to carry on its business as
presently conducted.
Med-X has not qualified to do business in any other state.
(j) Subsidiaries. Med-X has only one subsidiary, namely, the
------------
Subsidiary, which is a duly organized and validly existing
Nevada corporation in
good standing, with all requisite corporate power and authority
to carry on its
business as presently conducted. The Subsidiary has not
qualified to do
business in any other state.
6
<PAGE>
(k) Capitalization of Med-X. Med-X is authorized by its Articles
of
-------------------------
Incorporation to issue 200,000,000 shares of the Med-X Common
Stock, 24,309,646
shares of which will be duly and validly issued and outstanding,
fully paid, and
non-assessable as of the Effective Date, and 50,000,000 shares
of preferred
stock, no par value per share, none of which are issued or
outstanding. Other
than as disclosed herein, there are no outstanding options,
contracts,
commitments, warrants, preemptive rights, agreements or any
rights of any
character affecting or relating in any manner to the issuance of
the Med-X
Common Stock or other securities or entitling anyone to acquire
the Med-X Common
Stock or other securities of Med-X. The shares of the Med-X
Common Stock to be
issued and outstanding as of the Effective Date shall include
shares of the
Med-X Common Stock to be issued before the Effective Date in
exchange for all of
the convertible debt owed by Med-X as of the Effective Date, at
the exchange
rate of four hundred (400) shares of Common Stock for every one
dollar ($1.00)
of debt. Upon such exchange, the indebtedness evidenced by such
convertible debt
shall be deemed to have been paid in full.
(l) Capitalization of the Subsidiary. The Subsidiary is
-----------------------------------
authorized by its Articles of Incorporation to issue 200,000,000
shares of the
Subsidiary Common Stock, one share of which will be duly and
validly issued and
outstanding, fully paid, and non-assessable as of the Effective
Date, and
50,000,000 shares of preferred stock, par value $0.001 per
share, none of which
are issued or outstanding. Other than as disclosed herein, there
are no
outstanding options, contracts, commitments, warrants,
preemptive rights,
agreements or any rights of any character affecting or relating
in any manner to
the issuance of the Subsidiary Common Stock or other securities
or entitling
anyone to acquire the Subsidiary Common Stock or other
securities of the
Subsidiary.
(m) Effect of the Transaction. Following the Effective Date
and
---------------------------
all of the transactions described herein, the Cranston
Stockholders will own
20,000,000 shares of the Med-X Common Stock, which will
represent approximately
82.3 percent of the issued and outstanding shares of the Med-X
Common Stock.
(n) No Debts. Med-X and the Subsidiary will have immediately
---------
after the Effective Date no outstanding debt or obligations
whatsoever,
including, but not limited to, any income, real or personal
property taxes. At
the Effective Date, Med-X, the Subsidiary, and the Med-X
Controlling Stockholder
shall deliver to Cranston all legal and accounting statements
rendered to Med-X
and the Subsidiary marked "paid."
(o) No Assets. Med-X and the Subsidiary will have no assets
at
----------
the Effective Date.
(p) No Litigation. Med-X and the Subsidiary are not now and
will
--------------
not be at the Effective Date subject to any pending or
threatened litigation,
claims or lawsuits from any party.
(q) No Contracts. Other than as disclosed herein, Med-X and
the
-------------
Subsidiary are not a party to any contract, lease or agreement
which would
subject them to any performance or business obligations after
the Effective
Date.
(r) No Employees. Med-X and the Subsidiary do not now have
and
-------------
will not have at the Effective Date any employees.
(s) No Employment Contracts. Med-X and the Subsidiary have
no
-------------------------
employment contracts or agreements with any of its officers,
directors, or with
any consultants, employees or other parties.
(t) No Benefit Plans. Med-X and the Subsidiary have no
insurance
-----------------
or employee benefit plans whatsoever.
(u) No Powers of Attorney. Med-X and the Subsidiary have no
------------------------
outstanding powers or attorney and no obligations concerning its
performance
hereunder.
(v) Compliance. The Med-X Controlling Stockholder shall
cause
----------
Med-X and the Subsidiary and their officers and employees to
comply with all
applicable provisions of this Agreement.
(w) Representations and Warranties of True and Complete. All
--------------------------------------------------------
representations and warranties of Med-X, the Subsidiary, and the
Med-X
Controlling Stockholder in this Agreement and the Other
Agreements are true,
accurate and complete in all material respects as of the
Effective Date.
7
<PAGE>
(x) No Knowledge of Default. Med-X, the Subsidiary, and the
Med-X
-----------------------
Controlling Stockholder have no knowledge that any of the
representations and
warranties of Cranston contained in this Agreement or the Other
Agreements are
untrue, inaccurate or incomplete in any respect or that Cranston
is in default
under any term or provision of this Agreement or the Other
Agreements.
(y) No Untrue Statements. No representation or warranty by
Med-X,
--------------------
the Subsidiary, and the Med-X Controlling Stockholder in this
Agreement or in
any writing furnished or to be furnished pursuant hereto,
contains or will
contain any untrue statement of a material fact, or omits, or
will omit to state
any material fact required to make the statements herein or
therein contained
not misleading.
(z) Reliance. The foregoing representations and warranties
are
--------
made by Med-X, the Subsidiary, and the Med-X Controlling
Stockholder with the
knowledge and expectation that Cranston is placing complete
reliance thereon.
17. Conditions Precedent to Obligations of Med-X and the
Subsidiary.
------------------------------------------------------------------
All obligations of Med-X, the Subsidiary, and the Med-X
Controlling Stockholder
under this Agreement are subject to the fulfillment, prior to or
at the
Effective Date, of the following conditions:
(a) Representations and Warranties True at the Effective
Date.
-------------------------------------------------------------
The representations and warranties of Cranston herein shall be
deemed to have
been made again as of the Effective Date, and then be true and
correct, subject
to any changes contemplated by this Agreement. Cranston shall
have performed
all of the obligations to be performed by it hereunder on or
prior to the
Effective Date.
(b) Proof of Authority. The counsel for Med-X shall have
received
------------------
evidence reasonably sufficient to such counsel that Cranston has
all requisite
authorizations necessary for consummation by Cranston of the
transactions
contemplated hereby, and there has not been issued, and there is
not in effect,
any injunction or similar legal order prohibiting or restraining
consummation of
any of the transactions herein contemplated, and no legal or
governmental
action, proceeding or investigation which might reasonably be
expected to result
in any such injunction or order is pending.
(c) No Orders. There has not been issued, and there is not
in
----------
effect, any injunction or similar legal order prohibiting or
restraining
consummation of any of the transactions herein contemplated, and
no legal or
governmental action, proceeding or investigation which might
reasonably be
expected to result in any such injunction or order is
pending.
(d) Deliveries at the Effective Date. Cranston shall have
------------------------------------
delivered to Med-X, the Subsidiary, and the Med-X Controlling
Stockholder at the
Effective Date all of the documents required to be delivered
hereunder.
(e) Certificates of Good Standing. Cranston shall have
delivered
------------------------------
to Med-X certificates or telegrams issued by appropriate
governmental
authorities evidencing the good standing of Cranston as of a
date not more than
10 days prior to the Effective Date, in the State of New
York.
(f) Resolutions. The counsel for Med-X shall have received
-----------
certified resolutions of a meeting of the Board of Directors of
Cranston and the
Cranston Stockholders pursuant to which this Agreement and the
transactions
contemplated hereby were duly and validly approved, adopted and
ratified by the
Board of Directors of Cranston and the Cranston Stockholders,
all in form and
content satisfactory to such counsel, authorizing (i) the
execution, delivery
and performance of this Agreement, (ii) such other documents and
instruments as
shall be necessary to consummate the transactions contemplated
hereby and
thereby, and (iii) all actions to be taken by Cranston
hereunder.
(g) Certification. Cranston shall have delivered to Med-X at
the
-------------
Effective Date a certificate dated as of the Effective Date,
executed by
Cranston, certifying that the conditions specified in this
Paragraph 17 have
been fulfilled.
8
<PAGE>
(h) Other Matters. All corporate and other proceedings and
--------------
actions taken in connection with the transactions contemplated
hereby and all
certificates, opinions, agreements, instruments and documents
mentioned herein
or incident to any such transaction shall be satisfactory in
form and substance
to Med-X, the Subsidiary, and the Med-X Controlling Stockholder
and their
counsel, whose approval shall not be unreasonably withheld.
18. Conditions Precedent to Obligations of Cranston. All
obligations
-------------------------------------------------
of Cranston under this Agreement are subject to the fulfillment,
prior to or at
the Effective Date, of the following conditions:
(a) Representations and Warranties True at Effective Date.
The
--------------------------------------------------------
representations and warranties of Med-X, the Subsidiary, and the
Med-X
Controlling Stockholder herein shall be deemed to have been made
again at the
Effective Date, and then be true and correct, subject to any
changes
contemplated by this Agreement. Med-X, the Subsidiary, and the
Med-X
Controlling Stockholder shall have performed all of the
obligations to be
performed by Med-X, the Subsidiary, and the Med-X Controlling
Stockholder
hereunder on or prior to the Effective Date.
(b) Proof of Authority. The counsel for Cranston shall have
--------------------
received evidence reasonably sufficient to such counsel that
Med-X, the
Subsidiary, and the Med-X Controlling Stockholder have all
requisite
authorizations necessary for consummation by Med-X, the
Subsidiary, and the
Med-X Controlling Stockholder of the transactions contemplated
hereby, and there
has not been issued, and there is not in effect, any injunction
or similar legal
order prohibiting or restraining consummation of any of the
transactions herein
contemplated, and no legal or governmental action, proceeding or
investigation
that might reasonably be expected to result in any such
injunction or order is
pending.
(c) SEC Filings. Med-X shall be current in all of the SEC
Filings
-----------
as of the Effective Date. In addition, signed copies of all of
the SEC Filings
shall have been delivered to Cranston before the Effective Date
as required
hereunder.
(d) No Disputes with Auditors. As of the Effective Date,
neither
--------------------------
Med-X nor the Subsidiary shall have had any disputes with its
auditors.
(e) Proof of Election of and Resignations. On the Effective
Date,
-------------------------------------
Med-X and the Med-X Controlling Stockholder shall deliver proof
of the election
of the persons selected by Cranston to the Board of Directors of
Med-X and as
President of Med-X, as well as the resignations of all of those
persons who were
the officers and directors of Med-X before the Effective Date
and following the
election of the persons selected by Cranston as described
herein.
(f) Opinion of Counsel. Med-X, the Subsidiary, and the Med-X
--------------------
Controlling Stockholder shall have delivered at the Effective
Date to Cranston
an opinion of their counsel dated as of date of the Effective
Date in form and
substance satisfactory to Cranston and its counsel, to the
effect that (i) each
of Med-X and the Subsidiary is a duly and validly organized and
existing
corporation in good standing under the laws of the state of its
organization,
with full corporate power to carry on the business in which it
is engaged; (ii)
the performance of this Agreement and the consummation of the
transactions
contemplated herein will not result in any breach or violation
of any terms or
provisions of or cause a default under the Articles of
Incorporation, as
amended, or Bylaws, as amended, of Med-X or the Subsidiary or to
said counsel's
knowledge and belief, any order, rule, or regulation of any
court, governmental
agency or body having jurisdiction over Med-X or the Subsidiary
or any of their
activities, properties, any statute, indenture, mortgage, deed
of trust, lease,
loan agreement, security agreement, or other agreement or
instrument known to
said counsel, to which they are a party or by which they are
bound or to which
any of their property is subject; and (iii) no provision of the
Articles of
Incorporation, as amended, Bylaws, as amended, minutes or share
certificates of
Med-X or the Subsidiary or, to their said counsel's knowledge
and belief, any
contract to which either Med-X or the Subsidiary is a party or
otherwise bound
or affected, prevents Med-X, the Subsidiary, and the Med-X
Controlling
Stockholder from performing their obligations as contemplated by
this Agreement.
(g) No Orders. There has not been issued, and there is not
in
----------
effect, any injunction or similar legal order prohibiting or
restraining
consummation of any of the transactions herein contemplated, and
no legal or
9
<PAGE>
governmental action, proceeding or investigation which might
reasonably be
expected to result in any such injunction or order is
pending.
(h) Deliveries at the Effective Date. Med-X, the Subsidiary,
and
---------------------------------
the Med-X Controlling Stockholder shall have delivered to
Cranston at the
Effective Date all of the documents required to be delivered
hereunder.
(i) Certificates of Good Standing. Med-X, the Subsidiary, and
the
-----------------------------
Med-X Controlling Stockholder shall have delivered to Cranston
certificates or
telegrams issued by appropriate governmental authorities
evidencing the good
standing of Med-X and the Subsidiary as of a date not more than
10 days prior to
the Effective Date, in the States of New York and Nevada,
respectively.
(j) Resolutions. The counsel for Cranston shall have
received
-----------
certified resolutions of a meeting of the Board of Directors of
Med-X and the
Subsidiary and the stockholder of the Subsidiary pursuant to
which this
Agreement and the transactions contemplated hereby were duly and
validly
approved, adopted and ratified by the Board of Directors of
Med-X and the
Subsidiary and the stockholder of the Subsidiary, all in form
and content
satisfactory to such counsel, authorizing (i) the execution,
delivery and
performance of this Agreement, (ii) such other documents and
instruments as
shall be necessary to consummate the transactions contemplated
hereby and
thereby, and (iii) all actions to be taken by Med-X, the
Subsidiary, and the
Med-X Controlling Stockholder hereunder.
(k) Certification. Med-X, the Subsidiary, and the Med-X
-------------
Controlling Stockholder shall have delivered to Cranston at the
Effective Date a
certificate dated as of the Effective Date, executed by Med-X,
the Subsidiary,
and the Med-X Controlling Stockholder, certifying that the
conditions specified
in this Paragraph 18 have been fulfilled.
(l) Other Matters. All corporate and other proceedings and
--------------
actions taken in connection with the transactions contemplated
hereby and all
certificates, opinions, agreements, instruments and documents
mentioned herein
or incident to any such transaction shall be satisfactory in
form and substance
to Cranston and its counsel, whose approval shall not be
unreasonably withheld.
19. The Nature and Survival of Representations, Covenants
and
----------------------------------------------------------------
Warranties. All statements and facts contained in any
memorandum, certificate,
instrument, or other document delivered by or on behalf of the
parties hereto
for information or reliance pursuant to this Agreement, shall be
deemed
representations, covenants and warranties by the parties hereto
under this
Agreement. All representations, covenants and warranties of the
parties shall
survive the Effective Date and all inspections, examinations, or
audits on
behalf of the parties, shall expire 18 months after the
Effective Date.
20. Indemnification by the Med-X Controlling Stockholder. The
Med-X
-------------------------------------------------------
Controlling Stockholder agrees to indemnify and hold harmless
Med-X, Cranston,
and the Cranston Stockholders against and in respect to all
damages (as
hereinafter defined) up to $100,000. Damages, as used herein
shall include any
claim, salary, wage, action, tax, demand, loss, cost, expense,
liability (joint
or several), penalty, and other damage, including, without
limitation, counsel
fees and other costs and expenses reasonably incurred in
investigating or
attempting to avoid same or in opposition to the imposition
thereof, or in
enforcing this indemnity, resulting to Med-X, Cranston, or the
Cranston
Stockholders from any inaccurate representation made by or on
behalf of the
Med-X Controlling Stockholder in or pursuant to this Agreement,
breach of any of
the warranties made by or on behalf of the Med-X Controlling
Stockholder in or
pursuant to this Agreement, or breach or default in the
performance by the Med-X
Controlling Stockholder of any of the obligations to be
performed by them
hereunder.
The Med-X Controlling Stockholder shall reimburse and/or pay on
behalf of
Med-X, Cranston, or the Cranston Stockholders on demand for any
payment made or
required to be made by Med-X, Cranston, or the Cranston
Stockholders at any time
after the Effective Date based upon the judgment of any court of
competent
jurisdiction or pursuant to a bona fide compromise or settlement
of claims,
demands or actions, in respect to the damages to which the
foregoing indemnity
relates. Med-X, Cranston, or the Cranston Stockholders shall
give the Med-X
Controlling Stockholder written notice within 30 days after
notification of any
litigation threatened or instituted which might constitute the
basis of a claim
for indemnity by Med-X, Cranston, or the Cranston
10
<PAGE>
Stockholders against the Med-X Controlling Stockholder. In the
event that the
Med-X Controlling Stockholder fails to reimburse and/or pay on
behalf of Med-X,
Cranston, or the Cranston Stockholders any amount which Med-X,
Cranston, or the
Cranston Stockholders is entitled to indemnification hereunder
while the Cash
Consideration remains in escrow subject to the Escrow Agreement,
in addition to
any other remedies either at law or in equity that may be then
available to
Med-X, Cranston, or the Cranston Stockholders, Med-X, Cranston,
or the Cranston
Stockholders shall be entitled, at their option, to offset
against the Cash
Consideration any amounts paid by Med-X, Cranston, or the
Cranston Stockholders,
and the Med-X Controlling Stockholder do hereby authorize the
Escrow Agent in
the Escrow Agreement, without any further action on the part of
any party, to
release all or a portion of the Cash Consideration to the
Cranston Stockholders
as may be necessary to satisfy the indemnification obligation
described herein.
After the utilization of all of such offset, if Med-X, Cranston,
or the Cranston
Stockholders is still entitled to indemnity from the Med-X
Controlling
Stockholder hereunder, the Med-X Controlling Stockholder does
hereby authorize
the Escrow Agent in the Escrow Agreement, without any further
action on the part
of any party, to release all or a portion of the escrowed shares
of the Med-X
Common Stock described in the Escrow Agreement to the Cranston
Stockholders as
may be necessary to satisfy the indemnification obligation
described herein.
After the utilization of all of such offset of the Cash
Consideration and the
escrowed shares of the Med-X Common Stock described in the
Escrow Agreement, if
Med-X, Cranston, or the Cranston Stockholders is still entitled
to indemnity
from the Med-X Controlling Stockholder hereunder, the Med-X
Controlling
Stockholder shall reimburse and/or pay Med-X, Cranston, or the
Cranston
Stockholders on demand the balance of any amount of such
indemnity to which they
are entitled hereunder.
Notwithstanding anything contained in this Agreement to the
contrary, the
right to indemnification described in this paragraph shall
expire 18 months
after the Effective Date.
21. Records of Med-X and the Subsidiary. For a period of five
years
--------------------------------------
following the Effective Date, the books of account and records
of Med-X and the
Subsidiary pertaining to all periods prior to the Effective Date
shall be
available for inspection by the Med-X Controlling Stockholder
for use in
connection with tax audits.
22. Cooperation. The parties hereto will each cooperate with
the
-----------
other, at the other's request and expense, in furnishing
information, testimony,
and other assistance in connection with any actions,
proceedings, arrangements,
disputes with other persons or governmental inquiries or
investigations
involving the parties hereto or the transactions contemplated
hereby.
23. Further Conveyances and Assurances. After the Effective
Date, each
----------------------------------
of the parties hereto will, without further cost or expense to,
or consideration
of any nature from any other party hereto, execute and deliver,
or cause to be
executed and delivered, to the other parties, such additional
documentation and
instruments of transfer and conveyance, and will take such other
and further
actions, as the other parties may reasonably request as more
completely to
consummate the transactions contemplated hereby.
24. Effective Date. The Effective Date of the Merger
contemplated
---------------
hereunder shall be on or before August 29, 2007, subject to
acceleration or
postponement from time to time as the parties hereto may
mutually agree. The
closing of the Merger shall be at 1301 Travis, Suite 1200,
Houston, Texas 77002
at 2:00 p.m. central time on the Effective Date, unless another
hour or place is
mutually agreed upon by the parties hereto, at which time
Articles of Merger for
the Subsidiary and Cranston shall be filed with the State of
Nevada and the
State of New York as described herein
25. Deliveries on the Effective Date by Cranston. Following the
filing
--------------------------------------------
of Articles of Merger and a Certificate of Merger for the
Subsidiary and
Cranston as described herein, on the Effective Date, Cranston
shall deliver all
documents and certifications required to be delivered
hereunder.
All documents reflecting any actions taken, received or
delivered pursuant
to this Paragraph 25 shall be reasonably satisfactory in form
and substance to
Med-X, the Subsidiary, and the Med-X Controlling Stockholder and
their counsel.
26. Deliveries on the Effective Date by Med-X, the Subsidiary,
and the
-------------------------------------------------------------------
Med-X Controlling Stockholder. Following the filing of Articles
of Merger and a
-----------------------------
Certificate of Merger for the Subsidiary and Cranston
11
<PAGE>
as described herein, on the Effective Date, Med-X, the
Subsidiary, and the Med-X
Controlling Stockholder shall deliver shall deliver all
documents and
certifications required to be delivered hereunder.
All documents reflecting any actions taken, received or
delivered pursuant
to this Paragraph 26 shall be reasonably satisfactory in form
and substance to
Cranston and its counsel.
27. No Assignment. This Agreement shall not be assignable by any
party
-------------
without the prior written consent of the other parties, which
consent shall be
subject to such party's sole, absolute and unfettered
discretion.
28. Brokerage. The parties hereto agree to indemnify and hold
harmless
---------
each other against, and in respect of, any claim for brokerage
or other
commissions relative to this Agreement, or the transactions
contemplated hereby,
based in any way on agreements, arrangements, understandings or
contracts made
by either party with a third party or parties whatsoever.
29. Mediation and Arbitration. All disputes arising or related
to this
-------------------------
Agreement must exclusively be resolved first by mediation with a
mediator
selected by the parties, with such mediation to be held in New
York, New York.
If such mediation fails, then any such dispute shall be resolved
by binding
arbitration under the Commercial Arbitration Rules of the
American Arbitration
Association in effect at the time the arbitration proceeding
commences, except
that (a) New York law and the Federal Arbitration Act must
govern construction
and effect, (b) the locale of any arbitration must be in New
York, New York, and
(c) the arbitrator must with the award provide written findings
of fact and
conclusions of law. Any party may seek from a court of competent
jurisdiction
any provisional remedy that may be necessary to protect its
rights or assets
pending the selection of the arbitrator or the arbitrator's
determination of the
merits of the controversy. The exercise of such arbitration
rights by any party
will not preclude the exercise of any self-help remedies
(including without
limitation, setoff rights) or the exercise of any non-judicial
foreclosure
rights. An arbitration award may be entered in any court having
jurisdiction.
30. Attorneys' Fees. In the event that it should become
necessary for
----------------
any party entitled hereunder to bring suit against any other
party to this
Agreement for a breach of this Agreement, the parties hereby
covenant and agree
that the party who is found to be in breach of this Agreement
shall also be
liable for all reasonable attorneys' fees and costs of court
incurred by the
other parties. Provided, however, in the event that there has
been no breach of
this Agreement, whether or not the transactions contemplated
hereby are
consummated, each party shall bear its own costs and expenses
(including any
fees or disbursements of its counsel, accountants, brokers,
investment bankers,
and finder's fees).
31. Benefit. All the terms and provisions of this Agreement
shall be
-------
binding upon and inure to the benefit of and be enforceable by
the parties
hereto, and their respective heirs, executors, administrators,
personal
representatives, successors and permitted assigns.
32. Notices. All notices, requests, demands, and other
communications
-------
hereunder shall be in writing and delivered personally or sent
by registered or
certified United States mail, return receipt requested with
postage prepaid, or
by telecopy or e-mail, if to Med-X, the Med-X Controlling
Stockholder, and the
Subsidiary, addressed to Mr. Hank A. Vanderkam at 1301 Travis,
Suite 1200,
Houston, Texas 77002, telephone (713) 547-8900, telecopier (713)
547-8910, and
e-mail hpv@v-slaw.com; and if to Cranston, addressed to Mr. Alan
Moadel, 2 West
46th Street, Second Floor, New York, New York 10036, telephone
(800) 930-8780,
and email alan@epilx.com. Any party hereto may change its
address upon 10 days'
written notice to any other party hereto.
33. Construction. Words of any gender used in this Agreement
shall be
------------
held and construed to include any other gender, and words in the
singular number
shall be held to include the plural, and vice versa, unless the
context requires
otherwise.
34. Waiver. No course of dealing on the part of any party hereto
or
------
its agents, or any failure or delay by any such party with
respect to exercising
any right, power or privilege of such party under this Agreement
or any
instrument referred to herein shall operate as a waiver thereof,
and any single
or partial exercise of any such right, power or privilege shall
not preclude any
later exercise thereof or any exercise of any other right, power
or privilege
hereunder or thereunder.
12
<PAGE>
35. Cumulative Rights. The rights and remedies of any party
under this
-----------------
Agreement and the instruments executed or to be executed in
connection herewith,
or any of them, shall be cumulative and the exercise or partial
exercise of any
such right or remedy shall not preclude the exercise of any
other right or
remedy.
36. Invalidity. In the event any one or more of the
provisions
----------
contained in this Agreement or in any instrument referred to
herein or executed
in connection herewith shall, for any reason, be held to be
invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or
unenforceability
shall not affect the other provisions of this Agreement or any
such other
instrument.
37. Headings. The headings used in this Agreement are for
convenience
--------
and reference only and in no way define, limit, amplify or
describe the scope or
intent of this Agreement, and do not affect or constitute a part
of this
Agreement.
38. Excusable Delay. The parties shall not be obligated to
perform and
---------------
shall not be deemed to be in default hereunder, if the
performance of a
non-monetary obligation required hereunder is prevented by the
occurrence of any
of the following, other than as the result of the financial
inability of the
party obligated to perform: acts of God, strikes, lock-outs,
other industrial
disturbances, acts of a public enemy, war or war-like action
(whether actual,
impending or expected and whether de jure or de facto), acts of
terrorists,
arrest or other restraint of government (civil or military),
blockades,
insurrections, riots, epidemics, landslides, lightning,
earthquakes, fires,
hurricanes, storms, floods, washouts, sink holes, civil
disturbances,
explosions, breakage or accident to equipment or machinery,
confiscation or
seizure by any government or public authority, nuclear reaction
or radiation,
radioactive contamination or other causes, whether of the kind
herein enumerated
or otherwise, that are not reasonably within the control of the
party claiming
the right to delay performance on account of such
occurrence.
39. No Third-Party Beneficiary. Any agreement to pay an amount
and any
--------------------------
assumption of liability contained in this Agreement, express or
implied, shall
be only for the benefit of the undersigned parties and their
respective
successors and assigns (as herein expressly permitted), and such
agreements and
assumptions shall not inure to the benefit of the obligees or
any other party,
whomsoever, it being the intention of the parties hereto that no
one shall be or
be deemed to be a third-party beneficiary of this Agreement.
40. Time of the Essence. Time is of the essence of this
Agreement.
----------------------
41. Incorporation by Reference. The Attachments to this
Agreement
----------------------------
referred to or included herein constitute integral parts to this
Agreement and
are incorporated into this Agreement by this reference.
42. Press Releases and Public Announcements. No party shall
issue any
----------------------------------------
press release or make any public announcement relating to the
subject matter of
this Agreement prior to the Effective Date without the prior
written approval of
the other parties; provided, however, that any party may make
any public
disclosure it believes in good faith is required by applicable
law or any
listing or trading agreement concerning its publicly-traded
securities (in which
case the disclosing party will use its efforts to advise the
other parties prior
to making the disclosure).
43. Multiple Counterparts. This Agreement may be executed in one
or
----------------------
more counterparts, each of which shall be deemed an original,
but all of which
together shall constitute one and the same instrument. A
facsimile transmission
or PDF copy of this signed Agreement shall be legal and binding
on all parties
hereto.
44. Controlling Agreement. In the event of any conflict between
the
----------------------
terms of this Agreement or any of the Other Agreements or
exhibits referred to
herein, the terms of this Agreement shall control.
45. Law Governing; Jurisdiction. This Agreement shall be
governed by
-----------------------------
and construed in accordance with the laws of the State of New
York, without
regard to any conflicts of laws provisions thereof. Each party
hereby
irrevocably submits to the personal jurisdiction of the United
States District
Court for the Southern District of New York, as well as of the
Courts of the
State of New York in New York County, New York over any suit,
action or
proceeding arising out of or relating to this Agreement. Each
party hereby
irrevocably waives, to the fullest extent permitted by law, any
objection which
it may now or hereafter have to the laying of the venue of
any
13
<PAGE>
such mediation, arbitration, suit, action or proceeding brought
in any such
county and any claim that any such mediation, arbitration, suit,
action or
proceeding brought in such county has been brought in an
inconvenient forum.
46. Entire Agreement. This instrument and the attachments
hereto
-----------------
contain the entire understanding of the parties and may not be
changed orally,
but only by an instrument in writing signed by the party against
whom
enforcement of any waiver, change, modification, extension, or
discharge is
sought.
IN WITNESS WHEREOF, the parties have executed this Plan of
Merger on
August 29, 2007.
MED-X SYSTEMS, INC.
By
---------------------------------------------
Hank A. Vanderkam, Chief Executive Officer
EQUITABLE ASSETS, INC.
By
---------------------------------------------
Hank A. Vanderkam, Chief Executive Officer
CRANSTON, INC. (a Nevada corporation)
By
---------------------------------------------
Hank A. Vanderkam, Chief Executive Officer
CRANSTON, INC. (a New York corpoartion)
By
---------------------------------------------
Alan Moadel, President
Attachments:
-----------
Attachment A Articles of Incorporation of Cranston, Inc. (a
Nevada
corporation)
Attachment B Bylaws of Cranston, Inc. (a Nevada corporation)
Attachment C Escrow Agreement
Attachment D Subscription Agreement
14
<PAGE>
EXHIBIT A
ARTICLES OF INCORPORATION OF
CRANSTON, INC.
A NEVADA CORPORATION
ROSS MILLER
SECRETARY OF STATE
[LOGO OMITTED] 206 NORTH CARSON STREET
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ
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ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
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<TABLE>
<CAPTION>
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE
USE ONLY
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<S> <C> <C> <C> <C>
1. Name of Cranston, Inc.
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Corporation:
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2. Resident Agent Capitol Corporate Services, Inc.
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Name and Street Name
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Address: 202 South Minnesota Street Carson City Nevada 89703
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(must be a Nevada (MANDATORY) Physical Street Address City Zip
Code
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address where process
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----------- ------ --------
may be served) (OPTIONAL) Mailing Address City State Zip
Code
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3. Shares: Number of shares Par value Number of shares
------- with par value: 250,000,000 per share: $ 0.001 without
par value: 0
(number of shares ------------- -------- ----
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corporation is
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authorized to
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issue)
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4. Names & Addresses 1. Alan Moadel
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of the Board of Name
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Directors/Trustees 2 West 46th Street, Second Floor New York NY
10036
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(each Director/Trustee Street Address City State Zip Code
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must be a natural person 2. Phillip Maroof
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at least 18 years of Name
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age: attach additional 2 West 46th Street, Second Floor New York
NY 10036
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page if more than 3 Street Address City State Zip Code
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directors/trustees: 3.
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Name
----------------------------------- ----------- ------
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Street Address City State Zip Code
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5. PURPOSE: The purpose of this Corporation shall be:
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(optional - see Any lawful purpose.
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instructions)
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6. NAME. ADDRESS Norman T. Reynolds X /s/ Norman T. Reynolds
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AND SIGNATURE OF Name Signature
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INCORPORATOR: 815 Walker, Suite 1250 Houston TX 77002
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(attach additional page Address City State Zip Code
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If more than 1
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incorporator)
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7. CERTIFICATE OF I hereby accept appointment as Resident Agent
of the above named corporation
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ACCEPTANCE OF X
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APPOINTMENT OF Authorized Signature of R.A. of On Behalf of R.A.
Company Date
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RESIDENT AGENT:
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</TABLE>
This form must be accompanied Nevada Secretary of State Form
78
by appropriate fees. Articles 2007
Revised on: 01/01/07
<PAGE>
CONTINUATION FOR ARTICLES OF INCORPORATION
FOR
CRANSTON, INC.
(THE "COMPANY")
ARTICLE 8
CAPITAL STOCK
1. Authorized Stock. The total number of shares of stock which
the
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Company shall have authority to issue is 250,000,000, consisting
of 200,000,000
shares of common stock, par value $0.001 per share (the "Common
Stock"), and
50,000,000 shares of preferred stock, par value $0.001 per share
(the "Preferred
Stock").
2. Preferred Stock. The Preferred Stock may be issued from time
to
----------------
time in one or more series. The Board of Directors is hereby
authorized to
create and provide for the issuance of shares of the Preferred
Stock in series
and, by filing a certificate pursuant to the applicable section
of the NRS (the
"Preferred Stock Designation"), to establish from time to time
the number of
shares to be included in each such series, and to fix the
designations, powers,
preferences and rights of the shares of each such series and the
qualifications,
limitations or restrictions thereof. The authority of the Board
of Directors
with respect to each series shall include, but not be limited
to, determination
of the following:
(a) The designation of the series, which may be by
distinguishing
number, letter or title.
(b) The number of shares of the series, which number the Board
of
Directors may thereafter (except where otherwise provided in the
Preferred Stock
Designation) increase or decrease (but not below the number of
shares thereof
then outstanding).
(c) Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series.
(d) The dates at which dividends, if any, shall be payable.
(e) The redemption rights and price or prices, if any, for
shares
of the series.
(f) The terms and amount of any sinking fund provided for
the
purchase or redemption of shares of the series.
(g) The amounts payable on, and the preferences, if any, of
shares
of the series in the event of any voluntary or involuntary
liquidation,
dissolution or winding up of the affairs of the Company.
(h) Whether the shares of the series shall be convertible
into
shares of any other class or series, or any other security, of
the Company or
any other corporation, and, if so, the specification of such
other class or
series of such other security, the conversion price or prices or
rate or rates,
any adjustments thereof, the date or dates at which such shares
shall be
convertible and all other terms and conditions upon which such
conversion may be
made.
(i) Restrictions on the issuance of shares of the same series
or
of any other class or series.
(j) The voting rights, if any, of the holders of shares of
the
series.
(k) Such other powers, preferences and relative,
participating,
optional and other special rights, and the qualifications,
limitations and
restrictions thereof as the Board of Directors shall
determine.
3. Common Stock. The Common Stock shall be subject to the
express
-------------
terms of the Preferred Stock and any series thereof. Each share
of the Common
Stock shall be equal to each other share of the Common
Stock.
2
<PAGE>
The holders of shares of the Common Stock shall be entitled to
one vote for each
such share upon all questions presented to the stockholders.
4. Voting Rights. Except as may be provided in these Articles
of
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Incorporation or in a Preferred Stock Designation, or as may
be
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