PLAN AND AGREEMENT OF MERGER
OF
PAY88, LTD.
(a New Hampshire corporation)
AND
PAY88, INC.
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER (this "Plan and Agreement of Merger"),
entered into on July __, 2005 by Pay88, Ltd., a New Hampshire corporation (the
"Terminating Corporation") and approved by resolution adopted by its Board of
Directors on said date, and entered into on July ___, 2005 by Pay88, Inc., a
Nevada corporation (the "Surviving Corporation"), and approved by resolution
adopted by its Board of Directors on said date.
WHEREAS, the Terminating Corporation and the Surviving Corporation
and the respective Boards of Directors thereof declare it advisable and to the
advantage, welfare, and best interests of said corporations and their respective
stockholders to merge the Terminating Corporation with and into the Surviving
Corporation (the "Merger") pursuant to the provisions of the New Hampshire
Business Corporation Act and pursuant to the provisions of the Nevada Revised
Statutes upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by the
Terminating Corporation and approved by a resolution adopted by its Board of
Directors and being thereunto duly entered into by the Surviving Corporation and
approved by a resolution adopted by its Board of Directors, the Merger and the
terms and conditions thereof and the mode of carrying the same into effect, are
hereby determined and agreed upon as hereinafter in this Plan and Agreement of
Merger set forth.
1. The Terminating Corporation shall, pursuant to the provisions
of the New Hampshire Business Corporation Act and to the provisions of the
Nevada Revised Statutes, be merged with and into the Surviving Corporation,
which shall be the surviving corporation from and after the effective time of
the Merger, and which shall continue to exist as said surviving corporation
under the name the Pay88, Inc. pursuant to the provisions of the Nevada Revised
Statutes. The separate existence of the Terminating Corporation shall cease at
said effective time in accordance with the provisions of the New Hampshire
Business Corporation Act.
2. The present Articles of Incorporation of the Surviving
Corporation will be the Articles of Incorporation of the Surviving Corporation
and will continue in full force and effect until changed, altered, or amended as
therein provided and in the manner prescribed by the provisions of the Nevada
Revised Statutes.
3. The present By-Laws of the Surviving Corporation will be the
By-Laws of said Surviving Corporation and will continue in full force and effect
until changed, altered, or amended as therein provided and in the manner
prescribed by the provisions of the Nevada Revised Statutes.
4. The directors and officers in office of the Surviving
Corporation at the effective time of the Merger shall be the members of the
Board of Directors and the officers of the Surviving Corporation, all of whom
shall hold their directorships and offices until the election and qualification
of their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the Surviving Corporation.
5. Each issued share of the common stock of the Terminating
Corporation shall, from and after the effective time of the Merger, be converted
into one (1) share of the common stock of the Surviving Corporation. The
Surviving Corporation shall not issue any certificate or scrip representing a
fractional share of common stock but shall instead issue one (1) full share for
any fractional interest arising from the Merger.
6. Stockholders of the Terminating Corporation shall continue to
have rights to notices, distributions or voting with respect to the Surviving
Corporation, and shall receive certificates representing shares of the Surviving
Corporation upon tender of certificates representing shares of the Terminating
Corporation for exchange.
7. Except to the extent otherwise provided in the terms of
outstanding options, warrants or other rights to purchase, or securities
convertible into or exchangeable for common stock of the Terminating
Corporation, each outstanding option, warrant or other right to purchase, and
each outstanding security convertible into or exchangeable for common stock
shall be converted into an option, warrant or other right to purchase, or
security convertible into or exchangeable for common stock of the Surviving
Corporation on the basis of one (1) share of the common stock of the Surviving
Corporation for each share of common stock of the Terminating Corporation. The
exercise price or conversion ratio set forth in such option, warrant or other
right to purchase, or security convertible into or exchangeable for common stock
of the Surviving Corporation shall be ratably adjusted so that the total
exercise or conversion price shall be the same as under the option, warrant, or
other right to purchase, or security convertible into or exchangeable for common
stock of the Terminating Corporation.
8. In the event that this Plan and Agreement of Merger shall have
been fully approved and adopted upon behalf of the Terminating Corporation in
accordance with the provisions of the New Hampshire Business Corporation Act and
upon behalf of the Surviving Corporation in accordance with the provisions of
the Nevada Revised Statutes, the said corporations agree that they will cause to
be executed and filed and recorded any document or documents prescribed by the
laws of the State of New Hampshire and by the laws of the State of Nevada, and
that they will cause to be performed all necessary acts within the State of New
Hampshire and the State of Nevada and elsewhere to effectuate the Merger herein
provided for.
9. The Board of Directors and the proper officers of the
Terminating Corporation and of the Surviving Corporation are hereby authorized,
empowered, and directed to do any and all acts and things, and to make, execute,
deliver, file, and record any and all instruments, papers, and documents which
shall be or become necessary, proper, or convenient to carry out or put into
effect any of the provisions of this Plan and Agreement of Merger or of the
Merger herein provided for.
10. The effective time of this Plan and Agreement of Merger, and
the time at which the Merger herein agreed shall become effective in the State
of New Hampshire and the State of Nevada, shall be on the last to occur of:
(a) the approval of this Plan and Agreement of Merger by the
stockholders of the Terminating Corporation in accordance with
the New Hampshire Business Corporation Act; or
(b) the date this Plan and Agreement of Merger, or a certificate
of merger meeting the requirements of the Nevada Revised
Statutes, is filed with the Secretary of State of the State of
Nevada; or
(c) the date this Plan and Agreement of Merger, or a certificate
of merger meeting the requirements of the New Hampshire
Revised Statutes, is filed with the Secretary of State of the
State of New Hampshire.
11. Notwithstanding the full approval and adoption of this Plan
and Agreement of Merger, the said Plan and Agreement of Merger may be terminated
at any time prior to the filing thereof with the Secretary of State of the State
of Nevada.
12. Notwithstanding the full approval and adoption of this Plan
and Agreement of Merger, the said Plan and Agreement of Merger may be amended at
any time and from time to time prior to the filing thereof with the Secretary of
State of the State of New Hampshire and at any time and from time
to time prior to the filing of any requisite merger documents with the Secretary
of State of the State of Nevada except that, without the approval of the
stockholders of the Terminating Corporation and the stockholders of the
Surviving Corporation, no such amendment may (a) change the rate of exchange for
any shares of the Terminating Corporation or the types or amounts of
consideration that will be distributed to the holders of the shares of stock of
the Terminating Corporation; (b) any term of the Articles of Incorporation of
the surviving corporation; or (c) adversely affect any of the rights of the
stockholders of the Terminating Corporation or the Surviving Corporation.
IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby
executed upon behalf of each of the constituent corporations parties hereto.
Dated: July 2005
PAY88, LTD.
a New Hampshire corporation
By: /s/ Guo Fan
-----------
Guo Fan, President
PAY88, INC.
a Nevada corporation
By: /s/ Guo Fan
-----------
Guo Fan, President