PLAN AND AGREEMENT OF MERGER OF DRIVER PASSPORT, INC. (A NORTH DAKOTA CORPORATION) AND ECO GLOBAL CORPORATION (A NEVADA CORPORATION)
Exhibit 10.1
OF
(A
NORTH DAKOTA CORPORATION)
AND
ECO
GLOBAL CORPORATION
(A
NEVADA CORPORATION)
PLAN AND
AGREEMENT OF MERGER entered into on January 13, 2009, by and between DRIVER
PASSPORT, INC., a North Dakota corporation ("Driver Passport"), and ECO GLOBAL
CORPORATION, a Nevada corporation ("Eco Global").
WHEREAS,
Driver Passport is a business corporation of the State of North Dakota with its
registered office therein located at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxxxx, XX 00000; and
WHEREAS,
the total number of shares of stock which Driver Passport has authority to issue
is 50,000,000, of which 40,000,000 are common stock, $.001 par value per share,
and 10,000,000 are preferred stock, $.001 par value per share; and
WHEREAS,
Eco Global is a business corporation of the State of Nevada with its registered
office therein located at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxxxx, XX
00000; and
WHEREAS,
the total number of shares of stock which Eco Global has authority to issue is
260,000,000, of which 250,000,000 are common stock, $.001 par value per share,
and 10,000,000 are preferred stock, $.001 par value per share; and
WHEREAS,
the North Dakota Business Corporation Act permits a merger of a business
corporation of the State of North Dakota with and into a business corporation of
another jurisdiction; and
WHEREAS,
the General Corporation Law of the State of Nevada permits the merger of a
business corporation of another jurisdiction with and into a business
corporation of the State of Nevada; and
WHEREAS,
Driver Passport and Eco Global 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 Driver Passport with and
into Eco Global pursuant to the provisions of the North Dakota Business
Corporation Act and pursuant to the provisions of the General Corporation Law of
the State of Nevada upon the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in consideration of the premises and of the mutual agreement of the
parties hereto hereby determine and agree as follows.
ARTICLE
I
MERGER
1.1.
CONSTITUENT CORPORATIONS. The name, address and jurisdiction of organization of
each of the constituent corporations are set forth below.
A. Driver
Passport, a corporation organized under and governed by the laws of the State of
North Dakota with a principal place of business at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxx Xxxxxx, XX 00000 (the "terminating corporation").
B. Eco
Global, a corporation organized under and governed by the laws of the State of
Nevada with a principal place of business at 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx Xxxxxx, XX 00000 (the "surviving corporation").
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1.2.
SURVIVING CORPORATION. Eco Global shall be the surviving corporation. The
principal place of business, Articles of Incorporation, bylaws, officers and
directors of Eco Global shall survive the merger without amendment or revision
and be the principal place of business, Articles of Incorporation, bylaws,
officers and directors of the surviving corporation.
1.3.
MERGER. On the Effective Date (as hereinafter set forth) and subject to the
terms and conditions of this Agreement, the applicable provisions of the North
Dakota Business Corporation Act ("North Dakota Law"), and the applicable
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes ("Nevada Law"),
Driver Passport is merged with and into Eco Global. The separate existence of
Driver Passport shall cease on and after the Effective Date.
ARTICLE
II
EXCHANGE
AND CONVERSION OF SHARES
2.1.
CONVERSION OF CAPITAL STOCK. On the Effective Date, each issued and
outstanding share of the common stock, $.001 par value per share, of Driver
Passport shall be converted into the right to receive one (1) fully paid and
non-assessable share of the common stock, $.001 par value per share, of Eco
Global.
2.2.
FRACTIONAL SHARES. No fractional shares or script representing fractional shares
shall be issued by Eco Global as a result of the merger. Each fractional share
that would otherwise result from the merger shall be cancelled and returned to
the authorized and unissued capital stock of Eco Global and a full share of Eco
Global common stock, $.001 par value per share, shall be issued in its
place.
2.3. NO
MANDATORY EXCHANGE. It will not be necessary for shareholders of Driver Passport
to exchange their existing stock certificates for certificates of Eco Global.
Outstanding stock certificates of the Company should not be destroyed or sent to
the surviving corporation.
2.4.
EXISTING SHARES. Prior to the merger, no shares of common or preferred stock of
Eco Global had been issued.
ARTICLE
III
ADDITIONAL
COVENANTS AND AGREEMENTS
3.1.
OUTSTANDING OPTIONS AND WARRANTS. Except to the extent otherwise provided in
outstanding options, warrants, and other rights to purchase shares of the common
stock, $.001 par value per share, of Driver Passport, each option, warrant or
other right to purchase shares of the common stock, $.001 par value per share,
of Driver Passport, shall be exercisable to purchase shares of Eco Global on the
same terms and conditions.
3.2.
SUBMISSION TO SERVICE IN NORTH DAKOTA. Eco Global agrees that it may be served
with process in the State of North Dakota in any proceeding for enforcement of
any obligation of the Eco Global arising from this merger, including any suit or
other proceeding to enforce the rights of any stockholders as determined in
appraisal proceedings pursuant to the provisions of Section 10-19.1-98 of the
North Dakota Business Corporation Act, and irrevocably appoints the Secretary of
State of North Dakota as its agent to accept services of process in any such
suit or proceeding.
3.3.
COOPERATION. In the event that this Agreement is approved and adopted by the
stockholders of Driver Passport in accordance with North Dakota Law, the parties
hereto agree that they will cause to be executed and filed and recorded any
document or documents prescribed by North Dakota Law or Nevada Law, and that
they will cause to be performed all necessary acts within the State of North
Dakota and the State of Nevada and elsewhere to effectuate the merger herein
provided for.
3.4.
ADDITIONAL ASSURANCES. Driver Passport hereby appoints the officers and
directors, each acting alone, as its true and lawful attorneys in fact 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 Agreement or of the merger herein provided for.
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ARTICLE
IV
EFFECTIVE
DATE
4.1.
EFFECTIVE DATE. This merger shall be effective in the State of North Dakota and
the State of Nevada on the date a certificate of merger meeting the requirements
of North Dakota Law, is filed with the Secretary of State of the State of North
Dakota.
4.2.
TERMINATION. Notwithstanding the full approval and adoption of this Agreement,
the said Agreement may be terminated by either party at any time prior to the
filing thereof with the Secretary of State of the State of North
Dakota.
4.3.
AMENDMENT. Notwithstanding the full approval and adoption of this Agreement,
this Agreement 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 North Dakota except
that, without the approval of the stockholders of Driver Passport and the
stockholders of Eco Global, no such amendment may (a) change the rate of
exchange for any shares of Driver Passport or the types or amounts of
consideration that will be distributed to the holders of the shares of stock of
Driver Passport; (b) change any term of the Articles of Incorporation of Eco
Global; or (c) adversely affect any of the rights of the stockholders of Driver
Passport or Eco Global.
ARTICLE
V
MISCELLANEOUS
5.1.
COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which may have different signatures and be signed at different times. When
all parties have signed at least one counterpart, each counterpart shall be
deemed complete and shall constitute the same instrument.
5.2.
ENTIRE AGREEMENT. This Agreement and the is intended by the parties to be the
final expression of their agreement with respect to the matter set forth herein
and is intended to contain all of the terms of such agreement without the need
to refer to other documents. There are no other understandings, written or oral,
among the parties with respect to the matter set forth herein.
5.3.
AMENDMENT. This Agreement may not be amended except by a written instrument
signed by the parties hereto.
IN
WITNESS WHEREOF, this Agreement is hereby executed upon behalf of each of the
parties thereto this 13th day of January, 2009.
DRIVER
PASSPORT, INC. (North Dakota)
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/s/
Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President and
Secretary
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ECO
GLOBAL CORPORATION (Nevada)
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx, President and Secretary
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