AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
Agreement
of Merger and Plan of Merger and Reorganization dated November
20, 2007 and between Manaris Corporation., a Nevada
corporation ("Manaris") and Avensys Corporation, a Nevada
corporation ("Avensys ").
WHEREAS ,
the Boards of Directors of Manaris and Avensys have resolved that
Manaris and Avensys be merged under and pursuant to Chapter 92A.180
of the Nevada Revised Statutes into a single corporation, existing
under the laws of the State of Nevada, in which Manaris shall be
the surviving corporation (such corporation in its capacity as such
surviving corporation being sometimes referred to herein as the
"Surviving Corporation");
WHEREAS ,
the authorized capital stock of Manaris consists of 500,000,000
shares of Common Stock, $0.00001 par value ("Manaris Common Stock")
of which 97,096,844 shares are issued and outstanding;
WHEREAS ,
the authorized capital stock of Avensys consists of 100 shares of
Common Stock, $0.0001 par value per share ("Avensys Common Stock"),
of which no shares are issued and outstanding; and
WHEREAS ,
the respective Boards of Directors of Manaris and Avensys have
approved the merger upon the terms and conditions hereinafter set
forth and have approved this Agreement;
NOW, THEREFORE ,
in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto
hereby agree in accordance with Chapter 92A.180 of the Nevada
Revised Statutes that Manaris and Avensys shall be, at the
Effective Date (as hereinafter defined), merged (the "Merger") into
a single corporation existing under the laws of the State of
Nevada, which shall be the Surviving Corporation, and the parties
hereto adopt and agree to the following terms and conditions
relating to the Merger.
1.
Stockholders Meetings; Filings; Effects of Merger
1.1.
Action by Manaris .
On or before November 21, 2007, the directors of Manaris shall
adopt this Agreement unanimously in accordance with the Nevada
Revised Statutes.
1.2.
Action by Avensys. On
or before November 21, 2007, the directors of Avensys shall adopt
this Agreement unanimously in accordance with the Nevada Revised
Statutes.
1.3
Filing of Certificate of Merger; Effective Date
.
If (a) this Agreement is adopted by the directors of Manaris, in
accordance with the Nevada Revised Statutes, (b) this Agreement is
adopted by the directors of Avensys, in accordance with the Nevada
Revised Statutes, and (c) this Agreement is not thereafter, and has
not theretofore been terminated or abandoned as permitted by
th
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