AGREEMENT AND PLAN OF MERGER
EXHIBIT
2.1
THIS
AGREEMENT dated as of August 14, 2008.
BETWEEN:
ZEEZOO
SOFTWARE CORP., a
Nevada
corporation (“Zeezoo”)
AND:
ZEEZOO
SUB INC.,
a
Nevada corporation (“Zeezoo Sub”)
WHEREAS:
A. Zeezoo
Sub is the wholly-owned subsidiary of Zeezoo;
B. The
boards of directors of Zeezoo Sub and Zeezoo deem it advisable and in the best
interests of their respective companies and shareholders that Zeezoo Sub be
merged with and into Zeezoo, with Zeezoo remaining as the surviving corporation
under the name “Enhance Skin Products Inc.”;
C. The
board
of directors of Zeezoo Sub has approved the plan of merger embodied in this
Agreement; and
D. The
board
of directors of Zeezoo has approved the plan of merger embodied in this
Agreement.
THEREFORE,
in consideration of the mutual agreements and covenants set forth herein, the
parties hereto do hereby agree to merge on the terms and conditions herein
provided, as follows:
| 1. |
THE
MERGER
|
| 1.1 |
The
Merger
|
Upon
the
terms and subject to the conditions hereof, on the Effective Date (as
hereinafter defined), Zeezoo Sub shall be merged with and into Zeezoo in
accordance with the applicable laws of the State of Nevada (the “Merger”).
The
separate existence of Zeezoo Sub shall cease, and Zeezoo shall be the surviving
corporation under the name “Enhance Skin Products Inc.” (the “Surviving
Corporation”)
and
shall be governed by the laws of the State of Nevada.
| 1.2 |
Effective
Date
|
The
Merger shall become effective on the date and at the time (the “Effective
Date”)
that:
|
(a)
|
|
(b)
|
after
satisfaction of the requirements of the laws of the State of
Nevada.
|
| 1.3 |
Articles
of Incorporation
|
On
the
Effective Date, the Articles of Incorporation of Zeezoo, as in effect
immediately prior to the Effective Date, shall continue in full force and effect
as the Articles of Incorporation of the Surviving Corporation except that
Article 1 of the Articles of Incorporation of Zeezoo, as the Surviving
Corporation, shall be amended to state that the name of the corporation is
“Enhance Skin Products Inc.”.
| 1.4 |
Bylaws
|
On
the
Effective Date, the Bylaws of Zeezoo, as in effect immediately prior to the
Effective Date, shall continue in full force and effect as the bylaws of the
Surviving Corporation.
| 1.5 |
Directors
and Officers
|
The
directors and officers of Zeezoo immediately prior to the Effective Date shall
be the directors and officers of the Surviving Corporation, until their
successors shall have been duly elected and qualified or until otherwise
provided by law, the Articles of Incorporation of the Surviving Corporation
or
the Bylaws of the Surviving Corporation.
| 2. |
CONVERSION
OF SHARES
|
| 2.1 |
Common
Stock of Zeezoo
|
Upon
the
Effective Date, by virtue of the Merger and without any action on the part
of
any holder thereof, each share of common stock of Zeezoo, par value of $0.001
per share, issued and outstanding immediately prior to the Effective Date shall
be changed and converted into one fully paid and non-assessable share of the
common stock of the Surviving Corporation, par value of $0.001 per share
(the “Survivor
Stock”).
| 2.2 |
Common
Stock of Zeezoo Sub
|
Upon
the
Effective Date, by virtue of the Merger and without any action on the part
of
the holder thereof, each share of common stock of Zeezoo Sub, par value of
$0.001 per share, issued and outstanding immediately prior to the Effective
Date
shall be cancelled.
| 2.3 |
Exchange
of Certificates
|
Each
person who becomes entitled to receive any Survivor Stock by virtue of the
Merger shall be entitled to receive from the Surviving Corporation a certificate
or certificates representing the number of Survivor Stock to which such person
is entitled as provided herein.
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| 3. |
EFFECT
OF THE MERGER
|
| 3.1 |
Rights,
Privileges, etc.
|
On
the
Effective Date of the Merger, the Surviving Corporation, without further act,
deed or other transfer, shall retain or succeed to, as the case may be, and
possess and be vested with all the rights, privileges, immunities, powers,
franchises and authority, of a public as well as of a private nature, of Zeezoo
Sub and Zeezoo; all property of every description and every interest therein,
and all debts and other obligations of or belonging to or due to each of Zeezoo
Sub and Zeezoo on whatever account shall thereafter be taken and deemed to
be
held by or transferred to, as the case may be, or invested in the Surviving
Corporation without further act or deed, title to any real estate, or any
interest therein vested in Zeezoo Sub or Zeezoo, shall not revert or in any
way
be impaired by reason of this merger; and all of the rights of creditors of
Zeezoo Sub and Zeezoo shall be preserved unimpaired, and all liens upon the
property of Zeezoo Sub or Zeezoo shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective corporations shall
thenceforth remain with or be attached to, as the case may be, the Surviving
Corporation and may be enforced against it to the same extent as if all of
said
debts, liabilities, obligations and duties had been incurred or contracted
by
it.
| 3.2 |
Further
Assurances
|
From
time
to time, as and when required by the Surviving Corporation or by its successors
and assigns, there shall be executed and delivered on behalf of Zeezoo Sub
such
deeds and other instruments, and there shall be taken or caused to be taken
by
it such further other action, as shall be appropriate or necessary in order
to
vest or perfect in or to confirm of record or otherwise in the Surviving
Corporation the title to and possession of all the property, interest, assets,
rights, privileges, immunities, powers, franchises and authority of Zeezoo
Sub
and otherwise to carry out the purposes of this Agreement, and the officers
and
directors of the Surviving Corporation are fully authorized in the name and
on
behalf of Zeezoo Sub or otherwise to take any and all such action and to execute
and deliver any and all such deeds and other instruments.
| 4. |
GENERAL
|
| 4.1 |
Abandonment
|
Notwithstanding
any approval of the Merger or this Agreement by the shareholders of Zeezoo
Sub
or Zeezoo or both, this Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time, by mutual written agreement
of Zeezoo Sub or Zeezoo.
| 4.2 |
Amendment
|
At
any
time prior to the Effective Date, this Agreement may be amended or modified
in
writing by the board of directors of both Zeezoo Sub and Zeezoo.
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| 4.3 |
Governing
Law
|
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Nevada.
| 4.4 |
Counterparts
|
In
order
to facilitate the filing and recording of this Agreement, the same may be
executed in any number of counterparts, each of which shall be deemed to be
an
original.
| 4.5 |
Electronic
Means
|
Delivery
of an executed copy of this Agreement by electronic facsimile transmission
or
other means of electronic communication capable of producing a printed copy
will
be deemed to be execution and delivery of this Agreement as of the date
hereof.
IN
WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
as of the date set forth above.
|
ZEEZOO
SUB INC.
|
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|
By:
|
/s/
Xxxx Xxxxx
|
||
|
Xxxx
Xxxxx
|
|||
|
President
and Chief Executive Officer
|
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|
ZEEZOO
SOFTWARE CORP.
|
|||
|
By:
|
/s/
Xxxx Xxxxx
|
||
|
Xxxx
Xxxxx
|
|||
|
President
and Chief Executive Officer
|
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