Exhibit 2.2
PLAN AND AGREEMENT OF EXCHANGE
THIS PLAN AND AGREEMENT OF EXCHANGE (this "Agreement") is made as of the
31st day of July, 2002, by and between INTERACTIVE MOTORSPORTS AND ENTERTAINMENT
CORP., an Indiana corporation ("IMEC"), and PERFECT LINE, INC., an Indiana
corporation ("PLI") (PLI and IMEC are collectively referred to herein as the
"Parties").
RECITALS
1. PLI is duly organized and validly existing as a corporation under the
Business Corporation Law of Indiana (the "IBCL"). IMEC is duly organized
and validly existing as a corporation under the IBCL.
2. PLI, IMEC, Pacific International Holdings, Inc., formerly a Utah
corporation which is merging into IMEC (the "Merger"), and shareholders of
PLI have entered into an Agreement and Plan of Reorganization, dated as of
July ___, 2002 (the "Reorganization Agreement"). Pursuant to the
Reorganization Agreement, Perfect Line will become a wholly owned
subsidiary of IMEC (the "Reorganization").
3. The authorized capital stock of IMEC consists of 200,000,000 shares of
common stock, $0.0001 par value per share ("IMEC Common Stock"), and
10,000,000 shares of preferred stock, $0.0001 par value per share ("IMEC
Preferred Stock").
4. The authorized capital stock of PLI consists of 200,000,000 shares of
common stock, $0.0001 par value per share ("PLI Common Stock"), and
10,000,000 shares of preferred stock, $0.0001 par value per share ("PLI
Preferred Stock").
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties do hereby covenant and agree as
follows:
Section 1. The Exchange. At the Effective Time (as such term is hereinafter
defined), in accordance with the provisions of the IBCL and the terms of this
Agreement, PLI will acquire all of the shares of IMEC (the "Exchange"). The name
of the corporation whose shares with be acquired in the Exchange is Perfect
Line, Inc. The name of the acquiring corporation is Interactive Motorsports and
Entertainment Corp. The Exchange shall have all of the effects provided by the
IBCL.
Section 2. Effective Time of the Exchange. The Exchange shall become
effective (the "Effective Time") on the later of (i) the day and at the time
that the appropriate Articles of Exchange shall have been executed and filed in
the office of the Secretary of State of Indiana, pursuant to the applicable
provisions of the IBCL or (ii) one second after the effective time of the
Merger.
Section 3. Manner and Basis of Exchange.
(a) At the Effective Time, by virtue of the Exchange, without any further
action being required:
(i) Each share of PLI Common Stock that shall be outstanding
immediately before the Effective Time, by virtue of the Exchange
and without any other action being required, shall be cancelled
and converted into one (1) share of IMEC Common Stock;
(ii) Each share of PLI Preferred Stock that shall be outstanding
immediately before the Effective Time, by virtue of the Exchange
and without any other action being required, shall be cancelled
and converted into one (1) share of IMEC Preferred Stock;
(iii)Any shares of PLI Common Stock or PLI Preferred Stock held in
the treasury of PLI immediately prior to the Effective Time shall
be cancelled; and
(iv) Each warrant of PLI for the purchase of PLI Common Shares that
shall be outstanding immediately prior to the Effective Time
shall be converted into an option for the purchase of IMEC Common
Shares on the terms provided in the respective warrant.
(b) Within a reasonable time after the Effective Time, IMEC shall issue
certificates to the holders of shares of PLI Common Stock that were
outstanding immediately prior to the Effective Time which represent
the shares of IMEC Common Stock into which such shares of PLI Common
Stock were converted at the Effective Time.
(c) Within a reasonable time after the Effective Time, IMEC shall issue
certificates to the holders of shares of PLI Preferred Stock that were
outstanding immediately before the Effective Time which represent the
shares of IMEC Common Stock into which such shares of PLI Preferred
Stock were converted at the Effective Time.
(d) All shares of IMEC Common Stock issued and outstanding before the
Effective Time shall remain issued and outstanding, and shall not be
effected by the Exchange.
Section 4. Approvals. PLI represents and warrants to IMEC that this
Agreement and the Merger have been duly approved by the board of directors and
shareholders of PIH in accordance with applicable law and the Articles of
Incorporation and Bylaws of PIH. IMEC represents and warrants to PLI that this
Agreement and the Merger have been duly approved by the board of directors and
shareholders of IMEC in accordance with applicable law and the Articles of
Incorporation and Bylaws of IMEC.
IN WITNESS WHEREOF, each of the Parties has caused this Plan and Agreement
of Merger to be executed as of the date first written above.
INTERACTIVE MOTORSPORTS AND
ENTERTAINMENT CORP., an Indiana
corporation
By_______________________________________
Printed: ___________________________________
Its: _______________________________________
PERFECT LINE, INC., an Indiana corporation
By_______________________________________
Printed: ___________________________________
Its: _______________________________________
