AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") made and entered
into as of January 19, 2011 by and between Global Arena Holding
Subsidiary Corp., a Delaware corporation ("Global Arena") and China
Stationery and Office Supply, Inc., a Delaware corporation ("China
Stationery").
WITNESSETH:
WHEREAS, Global Arena is a corporation duly organized and existing
under the laws of the state of Delaware;
WHEREAS, China Stationery is a corporation duly organized and existing
under the laws of the state of Delaware;
WHEREAS, as of the date of Closing, Global Arena will have the
authority to issue 15,000,000 shares of common stock, $0.0001 par value
per share, of which not more than 12,000,000 shares shall be validly
issued and outstanding, fully paid and non-assessable;
WHEREAS, on the date of this Merger Agreement, China Stationery has
authority to issue 100,000,000 shares of Common Stock, $.0001 par value
(the "China Stationery Common Stock"), of which 11,987,427 common
shares are issued and outstanding. China Stationery has authority to
issue 2,000,000 shares of Preferred Stock, $.001 par value, of which no
preferred shares are issued and outstanding;
WHEREAS, the respective Boards of Directors of Global Arena and China
Stationery have determined that it is advisable and to the advantage of
said two corporations that Global Arena merge into China Stationery
(hereinafter also referred to as the "Surviving Corporation" upon the
terms and conditions herein provided; and
WHEREAS, the respective Boards of Directors of Global Arena and China
Stationery have approved this Merger Agreement and the Boards of
Directors of Global Arena and China Stationery have directed that this
Merger Agreement be submitted to a vote of their shareholders, if
required by state law.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, Global Arena and China Stationery hereby agree to
merge as follows:
(1) Name Change. The name of the Surviving Corporation shall be
amended to be Global Arena Holding Corp.
(2) Mechanics for Closing Merger. Prior to Closing, each party
shall execute and deliver, or cause to be executed and delivered to
Xxxx X. Xxxxxx, Attorney At Law as escrow agent, all monies, common
stock, documents and instruments, in form and substance satisfactory as
reasonably required to carry out or evidence the terms of this
Agreement.
Upon the approval of the respective shareholders, the executed Articles
of Merger shall be filed with the Delaware Secretary of State.
(3) Further Assurances. At or after Closing, Global Arena, at the
request of China Stationery, shall promptly execute and deliver, or
cause to be executed and delivered, to China Stationery all such
documents and instruments, in form and substance satisfactory to China
Stationery, as China Stationery reasonably may request in order to
carry out or evidence the terms of this Agreement.
(4) Reverse stock split. Prior to Closing, China Stationery shall
effectuate a 1 for 20 reverse stock split on its issued and outstanding
common shares. As a result, at the time of the Merger, there shall
only be four hundred nine thousand, five hundred twenty four (409,524)
common shares issued and outstanding in China Stationery.
Stock and Warrants of Global Arena. On and after the Effective Date,
all of the outstanding certificates that prior to that time represented
shares of Global Arena shall be recalled and canceled and up to
18,000,000 China Stationery Common Shares shall be issued in proportion
to their ownership percentage. The registered owner on the books and
records of Global Arena or its transfer agents of any outstanding
certificate shall, until such certificate shall have been surrendered
for transfer or otherwise accounted for to China Stationery or its
transfer agents, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other
distributions upon the shares of China Stationery Common Stock
evidenced by such outstanding certificate as above provided.
The warrant holders in Global Arena shall agree to exchange such
Warrants and any rights attached thereto for warrants of comparable
value in China Stationery There are currently Series A warrants to
purchase one million, eight hundred thirty two thousand, seven hundred
fifty (1,832,750) common shares at exercise prices ranging from $.46 to
$1.00 per common share and Series B warrants to purchase seven hundred
forty three thousand seven hundred fifty (743,750) common shares at
exercise prices ranging from $.52 to $1.00 per common share.
(6) Payment of China Stationery audit costs. Global Arena has
agreed to pay all costs of completing the audit of China Stationery for
the year ended December 31, 2010.
(7) Further Assurances. From time to time, as and when required by
the Survivor Corporation or by its successors and assigns, there shall
be executed and delivered on behalf of Global Arena such deeds and
other instruments, and there shall be taken or caused to be taken by it
such further and other action, as shall be appropriate or necessary in
order to vest, perfect or confirm, of record or otherwise, in the
Survivor Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises
and authority of Global Arena, and otherwise to carry out the purposes
of the Merger Agreement, and the officers and directors of the Survivor
Corporation are fully authorized in the name and on behalf of Global
Arena or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
(8) Book Entries. As of the Effective Date, entries shall be made
upon the books of China Stationery in accordance with the following.
(a) The assets and liabilities of Global Arena shall be
recorded at the amounts at which they were carried on the books of
Global Arena immediately prior to the Effective Date.
(b) There shall be credited to the common stock account of
China Stationery the aggregate amount of the total paid-in capital of
all shares of China Stationery Common Stock resulting from the
conversion of the outstanding Global Arena Common Stock pursuant to the
merger.
(c) There shall be credited to the retained earnings account of
China Stationery the aggregate of the amount carried in the retained
earnings account of Global Arena immediately prior to the Effective
Date.
(9) Access to Documentation. Prior to the merger, China Stationery
and Global Arena shall provide each other full access to their books
and records, and shall furnish financial and operating data and such
other information with respect to their business and assets as may
reasonably be requested from time to time. If the proposed transaction
is not consummated, all parties shall keep confidential any information
(unless ascertainable from public filings or published information)
obtained concerning each others operations, assets and business.
(10) Abandonment. At any time before the Effective Date, the
Agreement and Plan of Merger and the Articles of Merger may be
terminated and the Merger may be abandoned by the Board of Directors of
either China Stationery or Global Arena or both, notwithstanding
approval of the Merger Agreement by the shareholders of China
Stationery or the shareholders of Global Arena or both.
(11) Counterparts. In order to facilitate the filing and recording of
this Merger Agreement the same may be executed in any number of
counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by resolution of the Boards of Directors of Global Arena and
China Stationery, is hereby executed on behalf of each of said two
corporations by their respective officers thereunto duly authorized.
Global Arena Holding Subsidiary Corp. ATTEST:
A Delaware corporation
/s/Xxxx Xxxxxxxx /s/Xxxx Xxxxxxx
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Xxxx Xxxxxxxx, Chief Executive Officer Xxxx Xxxxxxx, Director
China Stationery and Office Supply, Inc. ATTEST:
A Delaware corporation
/s/Xxxx Xxxxxxxx /s/Xxxx Xxxxxxx
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Xxxx Xxxxxxxx Xxxx Xxxxxxx
Chief Executive Officer Chief Financial Officer
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