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EXHIBIT 2.2
FLUID MEDIA NETWORKS, INC.
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Merger Agreement") dated
as of May
17, 2007, is by and between Fluid Media Networks, Inc., a
Delaware corporation
("Parent"), and FMN Merger Co., a Nevada corporation ("Merger
Sub").
WHEREAS, the Board of Directors of each of Parent and Merger Sub
has
approved this Merger Agreement; and
WHEREAS, the merger is intended to qualify as a tax-free
reorganization
under Section 368 of the Internal Revenue Code of 1986, as
amended.
NOW, THEREFORE, the parties hereby agree as follows:
1. THE MERGER. Parent shall be merged with and into Merger Sub
(the "Merger"),
in accordance with this Merger Agreement, the Nevada Revised
Statutes, as
amended (the "NRS") and the Delaware General Corporation Law
(the "DGCL"). From
and after the Effective Time (as defined in Section 2 below),
the separate
existence of Parent shall terminate and Merger Sub shall
continue in existence
as the surviving corporation (the "Surviving Corporation").
2. EFFECTIVE TIME OF MERGER. The Merger shall become effective
upon the later of
(a) the filing with the Secretary of State of the State of
Delaware of a
Certificate of Merger executed in accordance with the relevant
provisions of the
DGCL or (b) the filing with the Secretary of State of the State
of Nevada of
Articles of Merger executed in accordance with the relevant
provisions of the
NRS (such later date and time being the "Effective Time").
3. NAME OF SURVIVING CORPORATION. The name of the Surviving
Corporation shall be
"Fluid Media Networks, Inc."
4. CERTIFICATE OF INCORPORATION AND BY-LAWS OF SURVIVING
CORPORATION. The
Certificate of Incorporation and the By-Laws of Merger Sub as in
effect at the
Effective Time shall be the Certificate of Incorporation and the
By-Laws of the
Surviving Corporation.
5. DIRECTORS AND OFFICERS. From and after the Effective Time,
the directors and
officers of Parent shall continue in office as the directors and
officers of the
Surviving Corporation.
6. SUCCESSION. From and after the Effective Time, the Surviving
Corporation
shall succeed, in accordance with the DGCL and the NRS, to all
of the rights,
assets, liabilities and obligations of Parent; and the title to
any real estate
vested by deed or otherwise, in either of Parent and/or the
Surviving
Corporation, shall not revert or be in any way impaired by
reason of the Merger,
and all rights of creditors and all liens on any property of
either of said
corporation shall be reserved unimpaired, and all debts,
liabilities and duties
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of said corporations shall, as of the Effective Date, attach to
the Surviving
Corporation, and may be enforced against the Surviving
Corporation to the same
extent as if said debts, liabilities, and duties had been
incurred or contracted
by it, and any claim existing or action or proceeding pending by
or against any
of said corporations may be prosecuted as if the Merger had not
taken place, or
the Surviving Corporation may be substituted in its place. The
employees and
agents of Parent shall become the employees and agents of the
Surviving
Corporation and shall continue to be entitled to the same rights
and benefits
which they enjoyed as employees and agents of Parent.
7. FURTHER ASSURANCES. From time to time as and when requested
by the Surviving
Corporation or by its successors and assigns, there shall be
executed and
delivered on behalf of Parent and/or the Surviving Corporation
such deeds and
other instruments, and there shall be taken or caused to be
taken by it such
further and other action, as shall be appropriate or necessary
in order to vest,
protect or confirm, of record or otherwise, in the Surviving
Corporation the
title to and possession of all property, interest, assets,
right, privileges,
immunities, powers, franchises, and authority of Parent, and
otherwise to carry
out the purposes of this Merger Agreement, and the officers and
directors of the
Surviving Corporation are fully authorized, in the name and on
behalf of Parent,
or otherwise, to take any and all such action and to execute and
deliver any and
all such deeds and other instruments.
8. TREATMENT OF SECURITIES.
(a) SHARES OF MERGER SUB COMMON STOCK. As of the Effective Time,
automatically
and without further action, all shares of the Common Stock,
$0.0001 par value
per share, of Merger Sub issued and outstanding or held in
treasury immediately
before the Effective Time, shall be cancelled.
(b) SHARES OF PARENT COMMON STOCK. As of the Effective Time,
automatically and
without further action, each share of the Common Stock, $0.0001
par value per
share, of Parent that is issued and outstanding or held in
treasury immediately
before the Effective Time shall be converted into one (1) share
of the Common
Stock, $0.0001 par value per share, of the Surviving
Corporation.
(c) SHARES OF PARENT SERIES A PREFERRED STOCK. As of the
Effective Time,
automatically and without further action, there shall be issued
to each holder
of a share of the Series A Preferred Stock, $0.0001 par value
per share, of
Parent and to each person or entity that has subscribed and paid
for a share of
the Series A Preferred Stock, $0.0001 par value per share, of
Parent, in full
satisfaction of all obligations with respect to such
subscription, one (1) share
of the Series A Preferred Stock, $0.0001 par value per share, of
the Surviving
Corporation.
(d) SHARES OF PAREN
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