AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN OF MERGER, dated as
of February 14, 2008 (the “Agreement”), between World
of Tea Inc., a Nevada corporation (the “Corporation”),
and BroadWebAsia, Inc., a Delaware corporation (the
“Subsidiary”).
WITNESSETH:
WHEREAS, the Subsidiary desires to
acquire all the assets, and to assume all of the liabilities and
obligations, of the Corporation by means of a merger of the
Corporation with and into the Subsidiary, with the Subsidiary being
the surviving corporation (the “Merger”);
WHEREAS, the Subsidiary is a wholly
owned subsidiary of the Corporation;
WHEREAS, Section 92A.200 of the Nevada
Revised Statutes (“Nevada Law”) and Section 253(c) of
the Delaware General Corporation Law (the “DGCL”),
authorize the merger of a Nevada corporation into a Delaware
corporation;
WHEREAS, the Subsidiary shall be the
surviving entity (the “Surviving Corporation”) and
continue its existence as a Delaware corporation; and
WHEREAS, the stockholders and Board of
Directors of the Corporation and the Subsidiary have approved this
Agreement and the consummation of the Merger.
NOW THEREFORE, the parties hereto
hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger .
(a) At the Effective Time (as defined
below), the Corporation and the Subsidiary shall be merged, the
separate existences of the Corporation and the Subsidiary shall
cease and the Surviving Corporation shall be the surviving entity
and continue its existence as a Delaware corporation.
(b) The Merger shall become effective
on the date that a Certificate of Ownership and Merger with respect
to the Merger, substantially in the form attached hereto as
Exhibit A , is accepted for filing by the Office of the
Secretary of State of Delaware (the “Effective Time”)
and all other filings or recordings required by the Nevada Revised
Statutes and the Delaware General Corporation Law in connection
with the Merger are made.
SECTION 1.02. Merger Consideration .
At the Effective Time, each share of
common stock, par value $0.001 per share of the Corporation which
shall be issued and outstanding immediately prior to the Effective
Time shall be converted into 1 issued and outstanding share of
common stock, par value $0.001 per share of the Surviving
Corporation, and from and after the Effective Time, the holders of
all said issued
and outstanding shares of stock of the
Corporation shall automatically become holders of shares of the
Surviving Corporation, whether or not certificates representing
said shares are then issued and delivered.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.01. By-Laws; Certificate of Incorporation
. The certificate of incorporation of
the Subsidiary, as in effect immediately prior to the Effective
Time, shall be the certificate of incorporation of the Surviving
Corporation unless and until thereafter amended in accordance with
its terms and applicable law. The By-Laws of the Subsidiary as in
effect immediately prior to the Effective Time shall be the By-Laws
of the Surviving Corporation unless and until thereafter amended in
accordance with applicable law.
At the Eff
| 
