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Exhibit 2.2
AGREEMENT
OF MERGER
OF
PARENT
MERGER
SUB
AND
COMPANY
This
Agreement of Merger, is made as of the 15th day of October,
2007 (“ Agreement of Merger ”), by and
among Commerce Planet, Inc., a Utah corporation (“
Parent ”), I-Corp Acquisition Sub, Inc., a
California corporation and wholly owned subsidiary of Parent
(“ Merger Sub ”), and Iventa Corporation, a
California corporation (the “ Company
”).
RECITALS
A. The
Company, Merger Sub and Parent have entered into an Agreement
and Plan of Merger (the “ Merger Agreement
”), dated October 12, 2007, by and among Parent, Merger
Sub, I-Corp Merger Sub, LLC, a California limited liability
company, and the Company, and Jamison Stafford, providing for
certain representations, warranties, covenants and agreements
in connection with the transactions contemplated
hereby. This Agreement of Merger and the Merger
Agreement are intended to be construed together to effectuate
their purpose.
B. The
Boards of Directors of Parent, Merger Sub and the Company and
the shareholders of the Company have approved a merger
pursuant to which the Company shall be acquired through a
merger of Merger Sub with and into the Company, with the
Company continuing as the surviving corporation (the “
Merger ”).
AGREEMENTS
The
parties hereto hereby agree as follows:
1.
The Merger . Merger Sub shall be merged with and
into the Company and the Company shall be the surviving
corporation. The Company after the effective time of the
Merger is sometimes referred to herein as the “ Surviving
Corporation .”
2.
Effective Time . The Merger shall become effective
at such time (the “ Effective Time ”) as this
Agreement of Merger and the officers’ certificates each of
Merger Sub and the Company are accepted for filing with the
Secretary of State of the State of California pursuant to
Section 1103 of the Corporations Code of the State of
California.
3.
Conversion . At the Effective Time of the
Merger:
(i) all
shares of Common Stock of the Company (the “ Company
Common Stock ”), that are owned directly or
indirectly by the Company or any subsidiary of the Company
shall be cancelled, and no securities of Parent or other
consideration shall be delivered in exchange
therefor;
(ii) all
shares of Common Stock of the Merger Sub (the "Merger Sub
Common Stock"), that are owed directly or indirectly by the
Merger Sub or any subsidiary of the Merger Sub shall be
canceled without consideration, and no securities of Parent
or other consideration shall be delivered in exchange
therefor;
(iii) each
of the issued and outstanding shares of Parent shall remain
outstanding as one validly issued, fully paid and
nonassessable share of the capital stock of
Parent;
(iv) each
share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares,
if any, held by persons who have demanded and perfected
dissenters’ rights for such shares in accordance with
the Corporations Code of the State of California and who, as
of the Effective Time, have not effectively withdrawn or lost
such dissenters’ rights, referred to hereinafter as
“ Dissenting Shares ”, and those shares
being cancelled pursuant to clause (i) above) shall be
converted automatically into the right to
receive,
(1) a
number of shares (rounded down to the nearest whole share) of
the common stock of Parent ("Parent Common Stock") equal to
the quotient obtained from dividing (1) $1,245,609 by (2)
$0.73, and then dividing such quotient by the total number of
shares of Company Common Stock issued and outstanding
immediately prior to the Effective Time, plus,
(2) if
the Surviving Corporation produces at least $800,000 of net
profit by the first anniversary of the Effective Time, a
number of additional shares (rounded down to the nearest
whole share) equal to the quotient obtained from dividing (1)
$300,000 by (2) the average closing price of a share of
Parent Common Stock (as reported on the Over-the-Counter
Bulletin Board (the " OTCBB ") for the five (5)
trading days immediately preceding the date of the Surviving
Corporation's determination of its net profit) and then
dividing such quotient by the total number of shares of
Company Common Stock issued and outstanding immediately prior
to the Effective Time, plus
(3) if
the Surviving Corporation produces at least $1,000,000 of net
profit by the first anniversary of the Effective Time, a
number of additional shares (rounded down to the nearest
whole share) equal to the quotient obtained from dividing (1)
$200,000 by (2) the average closing price of a share of
Parent Common Stock (as reported on the OTCBB for the five
(5) trading days immediately preceding the date of the
Surviving Corporation's determination of its net profit) and
then dividing such quotient by the total number of shares of
Company Common Stock issued and outstanding immediately prior
to the Effective Time, plus
(4) if
the Surviving Corporation produces at least $2,400,000 of
additional net profit by the second anniversary of the
Effective Time, a number of additional shares (rounded down
to the nearest whole share) equal to the quotient obtained
from dividing (1) $300,000 by (2) the average closing price
of a share of Parent Common Stock (as reported on the OTCBB
for the five (5) trading days immediately preceding the date
of the Surviving Corporation's determination of its net
profit) and then dividing such quotient by the total number
of shares of Company Common Stock issued and outstanding
immediately prior to the Effective Time plus $300,000 in cash
divided by the total number of shares of Company Common Stock
issued and outstanding immediately prior to the Effective
Time, plus
(5) if
the Surviving Corporation produces at least $3,000,000 of
additional net profit by the second anniversary of the
Effective Time, a numb
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