AGREEMENT
AND PLAN OF MERGER
between
ELITE
ARTZ INC.
and
CLIFFORD
CHINA ESTATES INC.
Dated
as of January 29, 2008
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of January 29, 2008, between
Elite Artz Inc., a Nevada corporation ("Parent"), and Clifford
China Estates Inc., a Nevada corporation and a direct
wholly-owned subsidiary of Parent ("Clifford"). Parent and
Clifford are hereinafter collectively referred to as the
"Constituent Corporations."
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is
advisable and in the best interests of the respective
companies and shareholders to enter into a business
combination by means of the merger of Clifford with and into
Parent (the "Merger") and has approved and adopted this
Agreement and Plan of Merger (the "Agreement");
NOW,
THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set
forth herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1.
Merger
and Effective Time. Effective upon the filing of the articles
of merger (the "Articles of Merger"), entered into
concurrently herewith, with the Secretary of State of the
State of Nevada (the "Effective Time"), Clifford shall be
merged with and into Parent (the "Merger") and Parent shall be
the surviving corporation of the Merger (the "Surviving
Corporation").
2.
Effect
of Merger. At the Effective Time, the Constituent Corporations
shall merge into the Surviving Corporation and the separate
existence of the Constituent Corporations shall cease. The
effect of the Merger shall be as provided in the Nevada
Revised Statutes. Without limiting the generality of the
foregoing, all rights, powers, privileges, obligations and
duties of Clifford shall become the rights, powers,
privileges, obligations and duties of the Surviving
Corporation.
3.
Name
of Surviving Corporation. The name of the Surviving
Corporation shall be "Clifford China Estates
Inc."
4.
Governing
Documents. The Articles of Incorporation of Parent, as amended
to the extent provided in the Articles of Merger, and the
Bylaws of Parent, as in effect at the Effective Time, shall
continue in full force and effect as the Articles of
Incorporation and Bylaws of the Surviving Corporation until
sooner terminated or changed as permitted by the provisions of
Nevada Revised Statutes, as amended.
5.
Directors
and Officers. At the Effective Time, the directors and the
officers of the Surviving Corporation shall be the incumbent
directors and officers of Parent, all of whom shall hold
their
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