PLAN AND AGREEMENT OF
MERGER
OF
DRIVER PASSPORT,
INC.
(A NORTH DAKOTA
CORPORATION)
AND
ECO GLOBAL
CORPORATION
(A NEVADA
CORPORATION)
PLAN AND AGREEMENT OF MERGER entered into on
January 13, 2009, by and between DRIVER PASSPORT, INC., a North
Dakota corporation ("Driver Passport"), and ECO GLOBAL CORPORATION,
a Nevada corporation ("Eco Global").
WHEREAS, Driver Passport is a business
corporation of the State of North Dakota with its registered office
therein located at 123 Worthington Street, Suite 203, Spring
Valley, CA 91977; and
WHEREAS, the total number of shares of stock
which Driver Passport has authority to issue is 50,000,000, of
which 40,000,000 are common stock, $.001 par value per share, and
10,000,000 are preferred stock, $.001 par value per share;
and
WHEREAS, Eco Global is a business corporation of
the State of Nevada with its registered office therein located at
123 Worthington Street, Suite 203, Spring Valley, CA 91977;
and
WHEREAS, the total number of shares of stock
which Eco Global has authority to issue is 260,000,000, of which
250,000,000 are common stock, $.001 par value per share, and
10,000,000 are preferred stock, $.001 par value per share;
and
WHEREAS, the North Dakota Business Corporation
Act permits a merger of a business corporation of the State of
North Dakota with and into a business corporation of another
jurisdiction; and
WHEREAS, the General Corporation Law of the
State of Nevada permits the merger of a business corporation of
another jurisdiction with and into a business corporation of the
State of Nevada; and
WHEREAS, Driver Passport and Eco Global and the
respective Boards of Directors thereof declare it advisable and to
the advantage, welfare, and best interests of said corporations and
their respective stockholders to merge Driver Passport with and
into Eco Global pursuant to the provisions of the North Dakota
Business Corporation Act and pursuant to the provisions of the
General Corporation Law of the State of Nevada upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises
and of the mutual agreement of the parties hereto hereby determine
and agree as follows.
ARTICLE I
MERGER
1.1. CONSTITUENT CORPORATIONS. The name, address
and jurisdiction of organization of each of the constituent
corporations are set forth below.
A. Driver Passport, a corporation organized
under and governed by the laws of the State of North Dakota with a
principal place of business at 123 Worthington Street, Suite 203,
Spring Valley, CA 91977 (the "terminating corporation").
B. Eco Global, a corporation organized under and
governed by the laws of the State of Nevada with a principal place
of business at 123 Worthington Street, Suite 203, Spring Valley, CA
91977 (the "surviving corporation").
1.2. SURVIVING CORPORATION. Eco Global shall be
the surviving corporation. The principal place of business,
Articles of Incorporation, bylaws, officers and directors of Eco
Global shall survive the merger without amendment or revision and
be the principal place of business, Articles of Incorporation,
bylaws, officers and directors of the surviving
corporation.
1.3. MERGER. On the Effective Date (as
hereinafter set forth) and subject to the terms and conditions of
this Agreement, the applicable provisions of the North Dakota
Business Corporation Act ("North Dakota Law"), and the applicable
provisions of Title 7, Chapter 78 of the Nevada Revised Statutes
("Nevada Law"), Driver Passport is merged with and into Eco
Global.
