AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Exhibit
2.2
MERGER
AND REORGANIZATION
Agreement of Merger and Plan of Merger
and Reorganization dated April 8, 2008 by and between WestCoast Golf
Experiences, Inc., a Nevada corporation (“WCGE”) and General Mayhem Acquisition
Corp., a Nevada corporation (“GenMay”).
WHEREAS, the Boards of
Directors of WCGE and GenMay have resolved that GenMay be merged, under and
pursuant to Chapter 92A.180 of the Nevada Revised Statutes, into a single
corporation, existing under the laws of the State of Nevada, in which WCGE shall
be the surviving corporation (such corporation in its capacity as such surviving
corporation being sometimes referred to herein as the "Surviving Corporation");
and
WHEREAS, the respective Boards
of Directors of WCGE and GenMay have approved the merger upon the terms and
conditions hereinafter set forth and have approved this Agreement;
NOW, THEREFORE, in
consideration of the premises and the mutual agreements, provisions and
covenants herein contained, the parties hereto hereby agree in accordance with
Chapter 92A.180 of the Nevada Revised Statutes that WCGE and GenMay shall be, at
the Effective Date (as hereinafter defined), merged (the “Merger”) into a single
corporation existing under the laws of the State of Nevada, which shall be the
Surviving Corporation, and the parties hereto adopt and agree to the following
terms and conditions relating to the Merger.
1. Stockholders Meetings;
Filings; Effects of Merger
1.1. Action by
WCGE. On or before April 8, 2008, the directors of WCGE shall
adopt this Agreement unanimously in accordance with the Nevada Revised
Statutes.
1.2. Action by
GenMay. On or before April 8, 2008, the directors of GenMay
shall adopt this Agreement unanimously in accordance with the Nevada Revised
Statutes.
1.3 Filing of Certificate of
Merger; Effective Date. If (a) this Agreement is adopted by
the directors of WCGE, in accordance with the Nevada Revised Statutes, (b) this
Agreement is adopted by the directors of GenMay, in accordance with the Nevada
Revised Statutes, and (c) this Agreement is not thereafter, and has not
theretofore been terminated or abandoned as permitted by the provisions hereof,
than Articles of Merger shall be filed and recorded in accordance with Chapter
92A.180 of the Nevada Revised Statutes. The Merger shall become
effective on April 8, 2008, which date and time are herein referred to as the
"Effective Date."
1.4. Certain Effects of
Merger. On the Effective Date, the separate existence of
GenMay shall cease, and GenMay shall be merged into WCGE which, as the Surviving
Corporation, shall possess all the rights, privileges, powers, and franchises of
a public as well as of a private nature, and be subject to all the restrictions,
disabilities, and duties of GenMay; and all the rights, privileges, powers, and
franchises of GenMay, and all property, real, personal, and mixed, and all debts
due to GenMay on whatever account, as well for stock subscriptions and all other
things in action or belonging to GenMay, shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers, and franchises, and
each and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of GenMay, and the title to any real
estate vested by deed or otherwise, under the laws of Nevada or any other
jurisdiction, in GenMay, shall not revert or be in any way impaired; but all
rights of creditors and all liens upon any property of GenMay shall be preserved
unimpaired, and all debts, liabilities, and duties of GenMay shall thenceforth
attach to the Surviving Corporation, which may, in the name of GenMay, execute
and deliver all such proper deeds, assignments, and other instruments and take
or cause to be taken all such further or other action as the Surviving
Corporation may deem necessary or desirable in order to vest, perfect, or
confirm in the Surviving Corporation title to and possession of all GenMay's
property, rights, privileges, powers, franchises, immunities, and interests and
otherwise to carry out the purposes of this Agreement.
1
Furthermore, WCGE will assume all
franchise tax liabilities of GenMay with respect to the State of
Nevada.
2. Surviving
Corporation
2.1 Name of Surviving
Corporation. The name of the Surviving Corporation from and
after the Effective Date shall be CrowdGather, Inc.
2.2. By-Laws. The
By-Laws of WCGE, as in effect immediately before the Effective Date, shall be
from and after the Effective Date, the By-Laws of the Surviving Corporation
until amended as provided therein.
2.3. Articles of
Incorporation. Except as provided in Section 2.1, the Articles
of Incorporation of WCGE, as the same shall be in force, shall continue to be
the Articles of Incorporation of the Surviving Corporation until amended and
changed pursuant to the provisions of the Nevada Revised Statutes, except
Article 1 shall be amended to reflect the new name of “CrowdGather,
Inc.”
2.4. Directors and
Officers. The directors and officers of WCGE in office at the
Effective Date 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.
3. Miscellaneous
3.1. This
Agreement of Merger and Plan of Merger and Reorganization may be terminated and
the proposed Merger abandoned at any time before the Effective Date of the
Merger, and whether before or after approval of this Agreement of Merger and
Plan of Merger and Reorganization by the shareholders of WCGE and/or GenMay, by
a duly adopted resolution of the Board of Directors of either
corporation.
2
3.2. For
the convenience of the parties hereto and to facilitate the filing of this
Agreement of Merger and Plan of Merger and Reorganization, any number of
counterparts hereof may be executed; and each such counterpart shall be deemed
to be an original instrument.
[SIGNATURE
PAGE TO FOLLOW]
3
IN WITNESS WHEREOF, this
Agreement has been executed by WCGE and GenMay all on the date first above
written.
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WestCoast
Golf Services, Inc.
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By: |
/s/ Xxxxxx
Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title: President
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General
Mayhem Acquisition Corp.
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By: |
/s/ Xxxxxx
Xxxxxxx
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Name:
Xxxxxx Xxxxxxx
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Title: President
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