EXHIBIT 2.4
AGREEMENT OF MERGER
This AGREEMENT OF MERGER is entered into as of April 6, 2004, by and
between LensCard International Limited, a British Virgin Islands International
Business Company (the "Disappearing Corporation"), and LensCard Corporation, a
Delaware corporation (the "Surviving Corporation"), and is made with reference
to the following:
WHEREAS, the Disappearing Corporation is a business corporation
incorporated under the laws of the British Virgin Islands with its Registered
Office being the offices of Trident Trust Company (B.V.I.) Limited, Trident
Xxxxxxxx, X.X. Xxx 000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx;
WHEREAS, the total authorized share capital of the Disappearing
Corporation is US $50,000 divided into 50,000 shares of US $1.00 each, with one
vote per share, 10,000 of which are issued and outstanding;
WHEREAS, the total number of shares of capital stock which the
Surviving Corporation has authority to issue is 12,000,000, par value $.001 per
share, consisting of 9,250,000 shares of Common Stock, par value $0.001 per
share, none of which are issued and outstanding, and 2,750,000 shares of
Preferred Stock, par value $0.001 per share, none of which are issued and
outstanding; and
WHEREAS, the International Business Companies Act of the British
Virgin Islands (the "IBCA") permits a merger of a British Virgin Islands
International Business Company with and into a business corporation of another
jurisdiction; and
WHEREAS, Sections 252, et. seq. of the General Corporation Law of the
State of Delaware permits the merger of a business corporation of another
jurisdiction with and into a business corporation of the State of Delaware; and
WHEREAS, the Board of Directors of the Disappearing Corporation and
the Board of Directors of the Surviving Corporation, together with the holder(s)
of at least a majority of the issued and outstanding shares of capital stock of
each of the Disappearing Corporation and the Surviving Corporation, deem it
advisable and to the advantage, welfare and best interests of said corporations
and their respective stockholders to merge the Disappearing Corporation with and
into the Surviving Corporation pursuant to the provisions of the General
Corporation Law of the State of Delaware, the IBCA, and upon the terms and
conditions hereinafter set forth;
WHEREAS, the transactions contemplated by this Agreement are part of
a series of integrated, mutually dependent transactions, which are set forth in
the transaction documents listed on Exhibit A attached hereto.
NOW, THEREFORE, for good and valid business purposes, and in
consideration of the promises and of the mutual agreement of the parties hereto,
being thereunto duly entered into by the Disappearing Corporation and approved
by resolutions adopted by its Board of Directors and the holder(s) of at least a
majority of its issued and outstanding capital stock, and being thereunto duly
entered into by the Surviving Corporation and approved by a resolution adopted
by its Board of Directors and the holders of at least a majority of its issued
and outstanding capital stock, the Agreement and Plan of Merger and the terms
and conditions thereof, and the mode of carrying the same into effect, together
with any provisions required or permitted to be set forth therein, are hereby
determined and agreed upon as hereinafter set forth:
AGREEMENT
1. The Disappearing Corporation and the Surviving Corporation shall,
pursuant to the provisions of the General Corporation Law of the State of
Delaware and the IBCA, be merged with and into a single corporation, to wit, 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 its present name pursuant to the provisions of the
General Corporation Law of the State of Delaware. The separate existence of the
Disappearing Corporation shall cease at said effective time in accordance with
the provisions of the General Corporation Law of the State of Delaware.
2. The Certificate of Incorporation of the Surviving Corporation as
the same shall be in force and effect at the effective time in the State of
Delaware of the merger herein provided for shall continue to be the Certificate
of Incorporation of said Surviving Corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
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 General Corporation Law of the State of
Delaware.
4. The Board of Directors and officers of the Surviving Corporation
in office immediately prior to the effective time of the merger shall be the
Board of Directors and officers of the Surviving Corporation immediately
following the effective time of the merger, who shall hold such respective
directorship and offices in the Surviving Corporation until their respective
tenures are otherwise terminated in accordance with the by-laws of the Surviving
Corporation.
5. At the effective time of the merger, each issued and outstanding
share of capital stock of the Disappearing Corporation shall automatically and
without any action on the part of any holder thereof be converted into 100
fully-paid and nonassessable shares of common stock of the Surviving
Corporation.
6. At the effective time of the merger, the Surviving Corporation
shall assume all of the obligations and liabilities of the Disappearing
Corporation.
7. In the event this Agreement and Plan of Merger shall have been
fully approved and adopted on behalf of the Disappearing Corporation in
accordance with the provisions of the IBCA and on behalf of the Surviving
Corporation in accordance with the provisions of the General Corporation Law of
the State of Delaware, 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 British Virgin Islands and by the laws of the State of Delaware, and that
they will cause to be performed all necessary acts within the British Virgin
Islands and the State of Delaware and elsewhere to effectuate the merger herein
provided for.
8 The effective time of this Agreement and Plan of Merger, and the
time at which the merger herein agreed upon shall become effective in the State
of Delaware, shall be the date of filing the Certificate of Merger with the
Secretary of State of Delaware.
9 Notwithstanding the full approval and adoption of this Agreement
and Plan of Merger, this Agreement and Plan of Merger may be terminated and the
merger herein provided for abandoned at any time prior to the filing hereof with
the Secretary of State of Delaware or at any time prior to the filing of any
requisite merger documents with the governing authority as provided by
applicable law of the British Virgin Islands.
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IN WITNESS WHEREOF, this Agreement and Plan of Merger is hereby
executed on behalf of each of the constituent corporations party hereto as of
the date first written above.
"Disappearing Corporation"
LensCard International Limited,
a British Virgin Islands International
Business Company
By:/s/ Xxx Xxxxxxxx
-------------------
Name: Xxx Xxxxxxxx
Title: Director
Attest:
/s/ Xxxx Xxxxxxxxxxx
--------------------
Xxxx Xxxxxxxxxxx
/s/ Forest Xxxxxxxxxxx
-----------------------------------
Forest Xxxxxxxxxxx
/s/ Xxxx Xxxx
-------------
Xxxx Xxxx
The Berthoud Family Trust,
A British Virgin Islands Trust
By: Merco Trustees (BVI) Limited,
As Trustee of the Berthoud Family Trust
By: _____________________________
"Surviving Corporation"
LENSCARD CORPORATION,
a Delaware corporation
By:/s/ Xxxx Xxxxxxxxxxx
-----------------------
Name: Xxxx Xxxxxxxxxxx
Title: Chief Executive Officer
Attest:
/s/ Xxxx Finkelstein______________
Xxxx Xxxxxxxxxxx, Secretary
EXHIBIT A
INTEGRATED, MUTUALLY DEPENDENT TRANSACTION DOCUMENTS
1. Exchange Agreement, by and among LCC, on the one hand, and Xxxx,
Xxxxxxxxxxx and Xxxxxxx Paradise (collectively, the "PSA Owners"), on the
other hand, pursuant to which the PSA Owners will transfer all of their
rights, title and interests in and to the US Future Payments and the
International Future Payments (each as defined therein), to LCC in
exchange for an aggregate of 5,500,000 newly issued shares of LCC common
stock.
2. Exchange Agreement, by and between LCC and PSA Co., Inc., a Delaware
corporation, pursuant to which LCC will transfer to PSA Co., Inc. all of
LCC's right, title and interest in and to the PSA Assets, in exchange for
25,000 shares of common stock of PSA Co., Inc.
3. Exchange Agreement, by and among LCC, on the one hand, and LCUS and each
of the members of LCUS, on the other hand, pursuant to which the LCUS
members will transfer their LCUS membership interests in their entirety to
LCC, in exchange for an aggregate of 1,000,000 shares of LCC common stock.
