THIS
PLAN AND AGREEMENT OF MERGER (this “Agreement”),
dated as of August 17, 2007, is made and entered into by and
between
ASIANADA, INC. ,
a Delaware corporation (“Asianada-Delaware”),
and
ASIANADA, INC. ,
a Nevada corporation (“Asianada-Nevada”).
W I T N E S S
E T H :
WHEREAS,
Asianada-Delaware is a corporation duly organized and existing
under the laws of the State of Delaware, having been
incorporated on August 17, 2007;
WHEREAS,
Asianada-Nevada is a corporation duly organized and existing
under the laws of the State of Nevada,
having been incorporated on February 17, 2006;
and
WHEREAS,
the Boards of Directors and the stockholders representing at
least a majority of the outstanding shares of voting capital
stock entitled to vote of Asianada-Delaware and
Asianada-Nevada have approved this Agreement under which
Asianada-Nevada shall be merged with and into
Asianada-Delaware with Asianada-Delaware being the surviving
corporation (such merger being hereinafter referred to as the
“Merger”).
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 Asianada-Nevada
shall be merged with and into Asianada-Delaware on the terms
and conditions hereinafter set forth.
ARTICLE I
MERGER
Effective
on the later to occur of (i) 12:01 a.m. Central Standard time,
on or about September 20, 2007, or (ii) the time the Articles
of Merger are accepted for filing in Nevada and the
Certificate of Merger is accepted for filing in Delaware (the
“Effective Time”), Asianada-Nevada shall be merged
with and into Asianada-Delaware in accordance with the
Delaware General Corporation Law (“DGCL”) and the
Nevada General Corporation Law (“NGCL”), and the
separate existence of Asianada-Nevada shall cease and
Asianada-Delaware (hereinafter sometimes referred to as the
“Surviving Corporation”) shall continue to exist
under the name of Asianada, Inc. by virtue of, and shall be
governed by, the laws of the State of Delaware. The address of
the registered office of the Surviving Corporation in the
State of Delaware will be 615 South Dupont Highway, City of
Dover, County of Kent. The name of the Surviving
Corporation’s registered agent at such address is
National Corporate Research, Ltd.
ARTICLE II
CERTIFICATE OF INCORPORATION
OF THE SURVIVING CORPORATION
The
Certificate of Incorporation of the Surviving Corporation
shall be the Certificate of Incorporation of Asianada-Delaware
without change, as in effect immediately prior to the
Effective Time, unless and until thereafter amended as
provided by applicable law. A copy of the Certificate of
Incorporation of Asianada-Delaware is attached hereto
as
Exhibit A .
ARTICLE III
BYLAWS OF THE SURVIVING CORPORATION
The
Bylaws of Asianada-Delaware shall be the Bylaws of the
Surviving Corporation as in effect immediately prior to the
Effective Time without change, unless and until amended or
repealed in accordance with applicable law.
ARTICLE IV
EFFECT OF MERGER ON STOCK
OF CONSTITUENT CORPORATIONS
4.01
At the Effective Time, each authorized share of common stock
of Asianada-Nevada, consisting
of 75,000,000 shares of Common Stock, par value $0.001 per
share (the
“Nevada Common Stock”) ,
of which 8,080,000 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
“Delaware Common Stock”).
4.02
At and after the Effective Time, each share of Nevada Common
Stock shall be cancelled and retired and, by virtue of the
Merger and without further action, shall cease to
exist.
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