Exhibit
10.1 Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (this “Agreement”),
dated as of June 12, 2008, is made and entered into by and
between
ISDERA NORTH AMERICA, INC. ,
a New York corporation (“Isdera-New York”) and
ISDERA NORTH AMERICA, INC. ,
a Nevada corporation and a wholly owned subsidiary of Isdera-New
York (“Isdera-Nevada”).
RECITALS
WHEREAS,
Isdera-Nevada was formed in the State of Nevada on April 23,
2008 as a wholly-owned subsidiary of Isdera-New York;
and
WHEREAS,
the board of directors of each of the Isdera-New York and
Isdera-Nevada deems it advisable and in the best interests of
the Isdera-New York and Isdera-Nevada, respectively, upon the
terms and subject to the conditions herein stated, that the
Isdera-New York be merged with and into Isdera-Nevada and that
Isdera-Nevada be the surviving corporation (the “
Merger ”);
and
WHEREAS,
Isdera-New York will submit this Agreement for approval by
written consent of the holders of shares of common stock,
$0.01 par value, of Isdera-New York and Isdera-Nevada (the
“
Common Stock ”).
NOW,
THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that Isdera-New York
shall be merged with and into Isdera-Nevada on the terms and
conditions hereinafter set forth.
ARTICLE I
MERGER
1.
Effective
on the time the Articles of Merger are accepted for filing in
New York and the Certificate of Merger is accepted for filing
in Nevada (the “Effective Time”), Isdera-New York
shall be merged with and into Isdera-Nevada in accordance with
the Nevada Revised Statutes (“NRS”) and the New
York Business Corporation Law (“NYBCL”), and the
separate existence of Isdera-New York shall cease and
Isdera-Nevada (hereinafter sometimes referred to as the
“Surviving Corporation”) shall continue to exist
under the name of Isdera North America, Inc. by virtue of, and
shall be governed by, the laws of the State of Nevada.
ARTICLE II
CERTIFICATE OF INCORPORATION
OF THE SURVIVING CORPORATION
2.
The
Certificate of Incorporation of the Surviving Corporation
shall be the Certificate of Incorporation of Isdera-New York
(as amended), as in effect immediately prior to the Effective
Time, unless and until thereafter amended as provided by
applicable law.
ARTICLE III
BYLAWS OF THE SURVIVING CORPORATION
3.
The
Bylaws (as amended) of Isdera-New York shall be the Bylaws of
the Surviving Corporation as in effect immediately prior to
the Effective Time.
ARTICLE IV
EFFECT OF MERGER ON STOCK
OF CONSTITUENT CORPORATIONS
4.1
At
the Effective Time, each authorized share of common stock of
Isdera-New York, consisting of 500,000,000 shares of Common
Stock, par value $0.001 per share (the “New York Common
Stock”), of which 4,284,400 shares are, as of the date
hereof, issued and outstanding, shall be converted into one
(1) share of common stock, par value $0.001 per share, of the
Surviving Corporation (the “Nevada Common
Stock”).
4.2
At
and after the Effective Time, each share of New York Common
Stock shall be cancelled and retired and, by virtue of the
Merger and without further action, shall cease to
exist.
4.3
At
and after the Effective Time, all documentation which prior to
that time evidenced and represented New York Common Stock
shall be deemed for all purposes to evidence ownership of and
to represent those shares of Nevada Common Stock into which
the New York Common Stock represented by such documentation
has been converted as herein provided and shall be so
registered on the books and records of Isdera-Nevada. Each
certificate representing common stock of the Surviving
Corporation so issued in the Merger shall bear the same
legends, if any, with respect to the restrictions on
transferability as the certificates of Isdera
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