Published on April 22, 2008
This
agreement of merger is made this 21 day of November 2007, by and between
Intrepid Global Imaging 3D, Inc., a Delaware corporation with its principal
place of business at 224 Millview Way, Ponpe Verde Beach, FL 32082, and First
Versatile Smartcard Solutions Corporation, a Philippines corporation, with
its
principal place of business at 143 Dela Rosa cor, Adelantado Sts., Legaspi
Village, Makati City, Metro Manila, Philippines.
WHEREAS,
First
Versatile Smartcard Solutions Corporation, (“FVS”) is a corporation duly
organized and existing under the laws of the Philippines, with its principal
place of business at; and
WHEREAS,
Intrepid Global Imaging 3D, Inc., (“Intrepid”) is a corporation duly organized
and existing under the laws of the State of Delaware, with its principal
place
of business at 224 Millview Way, Ponpe Verde Beach, FL 32082; and
WHEREAS,
the
authorized capital stock of Intrepid consists of 100,000,000 shares of common
stock, $.001 par value of which there are currently 6,638,579 shares of common
stock issued and outstanding; and
WHEREAS,
The
Boards of Directors of Intrepid and FVS deem it desirable and in the best
interests of the corporations and their shareholders that FVS be merged into
Intrepid in accordance with applicable Delaware Statutes in order that the
corporations qualify as a “reorganization” within the meaning of Section
368(a)(1)(A) of the Internal Revenue Code and Florida Statute
607.1101.
NOW
THEREFORE, in consideration of the mutual covenants, and subject to the terms
and conditions hereinafter set forth, the constituent corporations agree
as
follows:
SECTION
ONE - MERGER
FVS
shall
merge into Intrepid which shall be the surviving corporation.
SECTION
TWO - TERMS AND CONDITIONS
On
the
effective date of the merger, the separate existence of the FVS shall cease,
and
Intrepid shall succeed to all the rights, ownership, privileges, immunities,
and
franchises, and all its property, without the necessity for any separate
transfer. Intrepid shall thereafter be responsible and liable for all
liabilities and obligations of FVS, , and neither the rights of creditors
nor
any liens on the property of FVS shall be impaired by the merger. In addition,
Intrepid shall be fully vested in FVS’s rights, privileges, immunities, powers
and franchises, subject to its restrictions, liabilities, disabilities, and
duties, all as more particularly set forth in the applicable Delaware
Statutes.
If
at any
time after the effective date Intrepid shall determine that any further
conveyances, agreements, documents, instruments, and assurances or any further
action is necessary or desirable to carry out the provisions of this agreement,
the appropriate officers of Intrepid and/or FVS, as the case may be, whether
past or remaining in office, shall execute and deliver, upon the request
of
Intrepid, any and all proper conveyances, agreements, documents, instruments,
and assurances and perform all necessary or proper acts to vest, perfect,
confirm, or record such title thereto in Intrepid, or to otherwise carry
out the
provisions of this Agreement.
After
the
effective date of the merger, each holder of certificates for shares of FVS
shall surrender them to Intrepid in such manner as Intrepid shall legally
require. On receipt of such certificates, Intrepid shall issue and exchange
therefor certificates for shares of Intrepid representing the number of shares
of such stock to which such holder is entitled as provided for herein. Holders
of certificates of shares of FVS shall not be entitled to dividends payable
on
shares of stock in Intrepid until certificates have been issued to such
shareholders. Thereafter, each such shareholder shall be entitled to receive
any
dividends on shares of Intrepid issuable to them hereunder that may have
been
declared and paid between the effective date of the merger and the issuance
to
such shareholder of the certificate for such shares in Intrepid.
SECTION
THREE - CONVERSION OF SHARES
The
manner and basis of converting the shares of the absorbed corporation into
shares of the surviving corporation is as follows: Intrepid shall issue to
the
shareholders of FVS, an amount of shares such that the shareholders of FVS
shall
own 61% of the then total of issued and outstanding shares of common stock
of
Intrepid, after giving effect to the issuance of 3,000,000 restricted common
shares to the Hamouth Family Trust and 2,000,000 restricted common shares
to
Roger Dunnavent.
SECTION
FOUR - ARTICLES OF INCORPORATION
The
Articles of Incorporation of Intrepid shall continue to be its Articles of
Incorporation following the effective date of the merger.
SECTION
FIVE - BY-LAWS
The
by-laws of Intrepid shall continue to be its bylaws following the effective
date
of the merger.
SECTION
SIX - DIRECTORS AND OFFICERS
The
directors and officers Atlantis as of the date of the merger, shall
be:
SECTION
SEVEN - APPROVAL OF SHAREHOLDERS
This
Agreement of Merger shall be submitted for the approval of the shareholders
of
the constituent corporations in the manner provided by applicable law at
meetings to be held at such time as the boards of directors of the constituent
corporations may agree.
SECTION
EIGHT - EFFECTIVE DATE
The
effective date of this merger shall be the date when a certificate of merger
is
filed with the Secretary of State of Delaware.
SECTION
NINE - ABANDONMENT OF MERGER
This
Agreement of May be abandoned by action of the board of directors of either
Intrepid or FVS at any time prior to the effective date on the happening
of
either of the following events:
A.
If the
merger is not approved by the shareholders of either of the constituent
corporations, or
B.
If, in
the judgment of the board of directors of either of the constituent
corporations, the merger would be impracticable due to the number of dissenting
shareholders asserting appraisal rights under applicable state law.
SECTION
TEN - EXECUTION OF AGREEMENT
This
agreement of merger may be executed in any number of counterparts, and each
such
counterpart shall constitute an original instrument.
EXECUTED
on behalf of the parties by their officers, and sealed with their corporate
seals, respectively, pursuant to the authorization of their respective boards
of
directors on the date first written above.
| Global Imaging 3D, Inc. | First Versatile Smartcard |
|
Solutions
Corporation
|
|
| By: __________________________ | By:___________________ |
|
Richard
Specht, President
|