UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): March 5, 2015
Aurios
Inc.
(Exact
name of registrant as specified in its charter)
000-53643
(Commission
File Number)
| Arizona |
|
26-0685980
|
(State
or other jurisdiction
of
Incorporation) |
|
(I.R.S.
Employer
Identification
No.) |
15941
N. 77th Street, Suite #4
Scottsdale,
AZ 85260
(Address
of principal executive offices)
(480) 998-2943
(Registrant’s
telephone number, including area code)
Copies
of all communications, including all communications sent to the agent for service, should be sent to:
Blair
Krueger, Esq.
Krueger
LLP
OTC
Attorneys, LLC
5575
La Jolla Boulevard
La
Jolla, California 92037
Telephone:
(858) 405-7385
blair@OTCattorneys.com
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[X] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
All
statements contained in this Current Report or the exhibits furnished with this Current Report, other than statements of historical
fact, are forward-looking statements. These statements speak only as of the date of this Current Report and are based on our current
plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different
than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to:
market acceptance of our products and services; length of sales and implementation cycles for our products and services; our relationships
with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory
conditions or other trends affecting the internet finance and lending industries; and our ability to attract and retain qualified
personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required
by applicable laws or regulations, we do not undertake any obligation to update our forward-looking statements to reflect future
events or circumstances.
| Item
1.01. |
Entry
into a Material Definitive Agreement |
On
March 5, 2015, Aurios Inc., an Arizona corporation (“Aurios”), its wholly-owned Nevada subsidiary corporation, ZipRemit
Credit Corp. (“ZipRemit Sub”), and iPayMobil, Inc., an Arizona corporation (“iPayMobil”), entered into
a Merger Agreement and Plan of Reorganization (the “Merger Agreement”). The Merger Agreement provides that ZipRemit
Sub, a wholly-owned subsidiary of Aurios shall merge with and into iPayMobil, with iPayMobil continuing as the surviving subsidiary
(the “Merger”). Thereafter, iPayMobil shall operate as a wholly-owned subsidiary of Aurios. In the Merger, each outstanding
share of iPayMobil common stock (and common stock equivalents) shall be converted, respectively, into one share of Aurios common
stock (or common stock equivalents) under the terms of the Aurios Amended Articles described below. All outstanding warrants,
options or debt conversion rights of iPayMobil shall be exchanged and converted into warrants, options or debt conversion rights
of Aurios on equal terms. Prior to the closing of the Merger, Aurios may issue additional shares of Aurios common stock to certain
accredited investors who subscribe for shares of Aurios common stock currently being offered only to accredited investors through
a private placement memorandum. Shares of Aurios common stock currently outstanding will remain outstanding and will remain unchanged
due to the Merger. Prior to closing of the Merger, Aurios shall change its name to “ZipRemit, Inc.” and, upon closing
of the Merger, the surviving subsidiary shall continue with the name “ZipRemit Credit Corp.”, and nominees of iPayMobil
shall assume control of Aurios’ board of directors. A copy of the press release announcing the Merger is filed as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
The
Merger Agreement contains customary representations, warranties and covenants that the parties made to each other, including,
among others, covenants by each of Aurios and iPayMobil to conduct its business in the ordinary course between the signing of
the Merger Agreement and completion of the Merger, and to maintain and preserve its business organizations and relationships during
such period, except as contemplated by the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current
Report, and is incorporated herein by reference, in order to provide investors and stockholders with information regarding the
terms of the Merger Agreement and is not intended to be, and should not be relied upon as, disclosures regarding any facts or
circumstances relating to Aurios or iPayMobil. The representations and warranties contained in the Merger Agreement have been
negotiated with the principal purpose of establishing the circumstances in which either party may have the right not to consummate
the Merger, or a party may have the right to terminate the Merger Agreement, if the representations and warranties of the other
party prove to be untrue due to a change in circumstance or otherwise, and allocates risk between the parties, rather than establishing
matters as facts. In addition, the representations and warranties contained in the Merger Agreement may also be subject to a contractual
standard of materiality different from those generally applicable to investors.
Additional
Information about the Proposed Transaction and Where to Find It:
In
connection with the proposed Merger, Aurios and iPayMobil will file, with the SEC, an information statement/prospectus as part
of a Form 8-K or Form 14C public report regarding the proposed transaction. Investors and stockholders are urged to read the information
statement/prospectus because it will contain important information about Aurios and iPayMobil and the proposed transaction. Investors
and stockholders may obtain a free copy of the definitive information statement/prospectus and other documents when filed by Aurios
and iPayMobil with the SEC at www.sec.gov. Investors and stockholders are urged to read the information statement/prospectus
and other relevant material when they become available before making any voting or investment decisions with respect to the Merger.
Participants
in the Merger
Aurios,
iPayMobil, their directors and certain officers may be considered participants in the solicitation of certain proxies in connection
with the proposed transaction. Information about the directors and officers of Aurios and iPayMobil and their respective interests
in the proposed transaction will be set forth or incorporated by reference in the information statement/prospectus that Aurios
and iPayMobil will file with the SEC in connection with the proposed Merger. Investors may obtain additional information
regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.
The
board of directors (the “Board”) announced today that Aurios has approved an amendment to the Company’s Articles
of Incorporation to (i) increase the Company’s authorized capital stock to 200 million shares, and (ii) change the Company’s
name to “ZipRemit, Inc.” (“Aurios Amended Articles”). ZipRemit is registered trademark (“ZipRemit™”)
of iPayMobil, Inc. The Board authorized a resolution to provide the Board, in its sole and absolute discretion, the authority
to either undertake a reverse stock split of the Company’s capital stock (both common and preferred) at a ratio of between
1-for-1,000 and 1-for-2 at any time on or prior to April 2, 2016 (the “Reverse Stock Split”), or to not complete the
Reverse Stock Split. A copy of the Aurios Amended Articles is filed as Exhibit 2.2 to this Current Report. These corporate actions
are not dependent on the Merger. Each of these actions is scheduled for approval by a majority of the stockholders of Aurios at
its 2014-2015 Annual Meeting of Shareholders of Aurios scheduled to be held on April 6, 2015.
| Item
9.01. |
Financial
Statements and Exhibits |
(d)
Exhibits. The following exhibits are or will be filed herewith:
Exhibit
Number |
|
Description |
| |
|
|
| 2.1 |
|
Merger
Agreement and Plan of Reorganization dated March 5, 2015 by and among Aurios Inc., ZipRemit Credit Corp. and iPayMobil, Inc. |
| 2.2 |
|
Amended
Articles of Incorporation of Aurios Inc. |
| 99.1 |
|
Press
Release dated March 5, 2015 regarding the Merger |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
| |
AURIOS,
INC. |
| |
|
| Dated:
March 5, 2015 |
By:
|
/s/
Andrew M. Ling |
| |
|
Andrew M. Ling |
| |
|
President |
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
| |
|
|
| 2.1 |
|
Merger
Agreement and Plan of Reorganization dated March 5, 2015 by and among Aurios Inc., ZipRemit Credit Corp. and iPayMobil, Inc. |
| 2.2 |
|
Amended
Articles of Incorporation of Aurios Inc. |
| 99.1 |
|
Press
Release dated March 5, 2015 regarding the Merger |
Exhibit
2.1
Merger
Agreement and Plan of Reorganization dated March 5, 2015 by and among by and among
Aurios
Inc., iPayMobil, Inc. and ZipRemit Credit Corp.
MERGER
AGREEMENT AND PLAN OF REORGANIZATION
BY
AND AMONG
AURIOS
INC.,
ZIPREMIT
CREDIT CORP.
AND
IPAYMOBIL,
INC.,
MERGER
AGREEMENT AND PLAN OF REORGANIZATION
This
MERGER Agreement and Plan of Reorganization (hereinafter, the “Agreement”)
is entered into as of the 5th day of March 2015 (the “Execution Date”), by and among Aurios Inc.,
an Arizona corporation (hereinafter, “Aurios”), ZipRemit Credit Corp., a newly-formed Nevada corporation and
wholly-owned subsidiary of Aurios (hereinafter, “ZipRemit Sub”), on the one hand, and iPayMobil, Inc., an Arizona
corporation (hereinafter, “iPayMobil” or the “Surviving Subsidiary”), on the other hand,
with reference to the facts set forth in the Recitals below.
RECITALS
A.
Purpose. Aurios desires to acquire iPayMobil as a wholly-owned subsidiary and to issue shares of Aurios Common Stock
(defined below) to the stockholders of iPayMobil upon the terms and conditions set forth herein. ZipRemit Sub is a newly formed,
wholly-owned subsidiary corporation of Aurios that shall be merged with and into iPayMobil, whereupon iPayMobil shall become the
surviving corporation of said merger (the “Merger”) and a wholly-owned subsidiary of Aurios. ZipRemit Sub and
iPayMobil are sometimes collectively hereinafter referred to as the “Constituent Corporations.” Upon the execution
of the Merger, Aurios shall change its name to “ZipRemit, Inc.” and ZipRemit Sub, Aurios’ wholly-owned subsidiary,
shall continue as “ZipRemit Credit Corp.” Substantially concurrent with the Merger, Aurios will reincorporate in Nevada,
or re-domicile as an Arizona corporation to a Nevada corporation.
B.
Board and Stockholder Approvals. The board(s) of directors of Aurios, ZipRemit Sub and iPayMobil, respectively, deem
it advisable and in the best interests of each corporation and their respective stockholders that ZipRemit Sub merge with and
into iPayMobil pursuant to the Agreement, the Nevada Certificate of Merger (which is substantially in the form attached hereto
as Exhibit A) and the applicable provisions of the law (such transaction hereafter referred to as the “Merger”).
C.
Capitalization of Aurios. Aurios has an authorized capitalization consisting of (i) ninety million (90,000,000) shares
of common stock, no par value, of which four million five hundred ninety thousand five hundred (4,597,500) shares are issued and
outstanding (the “Aurios Common Stock”) as of the date hereof and (ii) ten million (10,000,000) shares of preferred
stock, no par value, of which none are issued and outstanding (the “Aurios Preferred Stock”) as of the date
hereof.
D.
Capitalization of ZipRemit Sub. ZipRemit Sub has an authorized capitalization consisting of one thousand (1,000) shares
of common stock, $0.001 par value, of which one thousand (1,000) shares are issued and outstanding as of the date hereof and owned
by Aurios, its sole stockholder.
E.
Capitalization of iPayMobil. iPayMobil has an authorized capitalization consisting of (i) two hundred million (200,000,000)
shares of common stock, no par value, of which eighty-six million three hundred twenty-two thousand (86,322,000) shares are issued
and outstanding (the “iPayMobil Common Stock”) as of the date hereof, (ii) two million two hundred thousand
(2,200,000) shares of common stock, no par value of iPayMobil, issuable upon conversion of certain debt instruments (the “iPayMobil
Convertible Debt Common Stock Equivalents”), and (iii) five million five hundred eighty-three thousand three hundred
thirty-two (5,583,332) issued and outstanding common stock purchase warrants, exercisable into five million five hundred eighty-three
thousand three hundred thirty-two (5,583,332) shares of common stock, no par value of iPayMobil, with exercise prices of $0.25
per share and $0.50 per share (the “iPayMobil Warrants”). All of the foregoing iPayMobil Convertible Debt Common
Stock Equivalents, iPayMobil Warrants, and underlying shares to be issued by iPayMobil prior to the Merger shall be exchanged
for Aurios Convertible Debt Common Stock Equivalents or Aurios Warrants in the Merger on the same basis as the outstanding securities
of iPayMobil Common Stock exchanged pursuant to the Merger and as set forth specifically in Section (c) below. Furthermore, iPayMobil
has no options, option plans or preferred stock authorized.
F.
Filing of the Aurios Amended Articles. Prior to the closing of the Merger, the board of directors of Aurios shall seek
to obtain, in compliance with all applicable regulations, stockholder approval in order to duly authorize, effectuate and file
the Aurios Amended Articles (defined below) with the Arizona Secretary of State, attached hereto as Exhibit B.
G.
Additional Issuances of Aurios Common Stock Prior to the Merger. It is contemplated that prior to the closing of the
Merger, Aurios may issue additional shares of Aurios Common Stock to accredited investors who may subscribe for shares of Aurios
Common Stock currently being offered through a private placement memorandum.
NOW
THEREFORE, for the mutual consideration set out herein, and other good and valuable consideration, the sufficiency and receipt
of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1.
Plan of Reorganization. The parties to this Agreement do hereby agree that ZipRemit Sub shall be merged with and into
iPayMobil upon the terms and conditions set forth herein and in accordance with the provisions of the Nevada Revised Statutes
and the Arizona General Corporation Law. It is the intention of the parties hereto that this transaction qualify as a tax-free
reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, and related sections thereunder.
2.
Terms of Merger. In accordance with the provisions of this Agreement and the requirements of applicable law, ZipRemit
Sub shall be merged with and into iPayMobil as of the Effective Date (the terms “Closing” and “Effective
Date” are defined in Section 6 hereof). iPayMobil shall become the surviving corporation and the separate existence
of ZipRemit Sub shall cease when the Merger becomes effective. Consummation of the Merger shall be upon the following terms and
subject to the conditions set forth herein:
(a)
Corporate Existence.
(1)
Commencing with the Effective Date, the Surviving Subsidiary shall reincorporate its corporate existence as a Nevada corporation
and (i) it shall thereupon and thereafter possess all rights, privileges, powers, franchises and property (real, personal and
mixed) of each of the Constituent Corporations; (ii) all debts due to either of the Constituent Corporations, on whatever account,
all causes in action and all other things belonging to either of the Constituent Corporations shall be taken and deemed to be
transferred to and shall be vested in the Surviving Subsidiary by virtue of the Merger without further act or deed; and (iii)
all rights of creditors and all liens, if any, upon any property of any of the Constituent Corporations shall be preserved unimpaired,
limited in lien to the property affected by such liens immediately prior to the Effective Date, and all debts, liabilities and
duties of the Constituent Corporations shall thenceforth attach to the Surviving Subsidiary.
(2)
At the Effective Date, (i) the Certificate of Incorporation and the Bylaws of iPayMobil, as existing immediately prior to the
Effective Date, shall be and remain the Certificate of Incorporation and Bylaws of the Surviving Subsidiary, as it shall be reconstituted
and reincorporated in Nevada; (ii) the members of the board of directors of iPayMobil holding office immediately prior to the
Effective Date shall remain as the members of the board of directors of the Surviving Subsidiary (if on or after the Effective
Date a vacancy exists on the board of directors of the Surviving Subsidiary, such vacancy may thereafter be filled in a manner
provided by applicable law and the Bylaws of the Surviving Subsidiary); and (iii) until the board of directors of the Surviving
Subsidiary shall otherwise determine, all persons who held offices of iPayMobil at the Effective Date shall continue to hold the
same offices of the Surviving Subsidiary.
(b)
Events Occurring Prior to the Closing.
(1)
On March 5, 2015, Aurios’ board of directors unanimously approved, and recommends that its stockholders approve, the Amended
and Restated Articles of Incorporation of Aurios in the form attached hereto as Exhibit B (the “Aurios Amended
Articles”) to the Company’s Articles of Incorporation, as previously amended, to implement, if and when the Aurios
board of directors (the “Board”) deems appropriate, a reverse stock split of the capital stock of Aurios at
a ratio of between 1-for-1,000 and 1-for-2, to be effective at the time that the Aurios Amended Articles are filed with the Secretary
of State of the State of Nevada (the “Reverse Stock Split”) upon the re-domicile and reincorporation of Aurios.
The Board, at its discretion, may effectuate the Reverse Stock Split for a period beginning on the date the Reverse Stock Split
is approved by its stockholders and expiring on the earlier of the date of Aurios’ 2016 Annual Meeting of Stockholders or
April 6, 2016. This proposal may be abandoned by the Board, without further action by the stockholders, at any time before or
after the Annual Meeting and prior to the date and time at which the Reverse Stock Split becomes effective (or filed with the
Secretary of State) (the “Effective Date”) if for any reason the Board deems it advisable to abandon the proposal.
No fractional shares will be issued, and any Aurios stockholder holding less than one whole share of Aurios Common Stock after
the Reverse Stock Split shall be paid either in cash, rounding up to the nearest whole cent, who otherwise would have received
a fractional share as a result of the Reverse Stock Split, or in shares rounded to the nearest whole share, at the discretion
of the Board;
(2)
Prior to the Effective Date of the Merger, the Board and stockholders of Aurios shall duly authorize this Agreement and the Amended
and Restated Articles of Incorporation of Aurios in the form attached hereto as Exhibit B (the “Aurios Amended
Articles”) so that Aurios shall have an authorized capitalization consisting of one hundred ninety million (190,000,000)
shares of common stock, no par value (the “Amended Aurios Common Stock”), of which, no more than four million
five hundred ninety-seven thousand five hundred (4,597,500) shares will be issued and outstanding (on a pre-Reverse Stock Split
basis) as of the Effective Date of the Merger (which does not include 500,000 pre-Reverse Stock Split common shares, no par value,
which are to be issued after the Merger for legal services), and ten million (10,000,000) shares of preferred stock, no par value
(the “Amended Aurios Preferred Stock”), of which, none will be issued and outstanding as of the Effective Date
of the Merger. Upon receipt of the necessary stockholder approval (which Aurios covenants to obtain), the Board of Aurios shall
cause the Aurios Amended Articles to be filed with the Arizona Secretary of State.
(3)
It is currently contemplated that prior to the Effective Date of the Merger, both Aurios and iPayMobil shall (i) close its private
offerings and any other compensatory issuances under Regulation D, Rule 506, as promulgated by the Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to which Aurios and iPayMobil may issue additional shares of their common stock (the “Private Placement”).
All shares of iPayMobil common stock issued as part of its Private Placement shall be added to the shares of iPayMobil that are
outstanding at the time of the Merger and shall be converted or exchanged in the Merger in accordance with Section 2(c)(1) below.
(c)
Conversion of Securities.
As
of the Effective Date and without any action on the part of Aurios, ZipRemit Sub, iPayMobil or the holders of any of the securities
of any of these corporations, each of the following shall occur:
(1)
Each share of iPayMobil Common Stock issued and outstanding immediately prior to the Effective Date shall be converted into one
(1) share of Aurios Common Stock. All such shares of iPayMobil Common Stock shall no longer be issued and outstanding and shall
automatically be canceled and shall cease to exist, and each certificate previously evidencing such shares shall thereafter represent
the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 3 hereof, certificates
evidencing such number of shares of Amended Aurios Common Stock, respectively, into which such shares of iPayMobil Common Stock
were converted. The holders of such certificates previously evidencing shares of iPayMobil Common Stock outstanding immediately
prior to the Effective Date shall cease to have any rights with respect to such shares of iPayMobil Common Stock except as otherwise
provided herein or by law;
(2)
Any shares of iPayMobil capital stock held in the treasury of iPayMobil immediately prior to the Effective Date shall automatically
be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto;
(3)
Each share of capital stock of ZipRemit Sub issued and outstanding immediately prior to the Effective Date shall remain in existence
as one (1) share of common stock of the Surviving Subsidiary, which shall be wholly-owned by Aurios.
(d)
Other Matters.
(1)
Upon the effectiveness of the Merger, each outstanding common stock warrant, common stock equivalent represented by conversion
rights to such convertible debt to purchase iPayMobil Common Stock (specifically the iPayMobil Warrants and iPayMobil Convertible
Debt Common Stock Equivalents), whether or not then exercisable, shall be converted into an option or warrant, debt conversion
right to purchase (in substitution for each share of iPayMobil Common Stock subject to an iPayMobil common stock purchase warrant
or debt conversion right) one (1) share of Aurios Common Stock at a price equal to the exercise or conversion price in effect
for such iPayMobil security immediately prior to the Merger. All other terms and conditions of each iPayMobil option or warrant,
debt conversion right shall remain the same and assumed by Aurios.
(2)
At the Closing, the number of directors of Aurios will be increased to three (3). The then-existing directors of Aurios shall
then nominate and elect to the Board of Aurios the three persons (of which one vacancy will exist) designated by iPayMobil or
its officers, and all of the persons serving as directors and officers of Aurios immediately prior to the Closing shall thereafter
resign from all of their positions with Aurios, effective immediately as of the Closing, and the newly designated directors (the
Board) shall commence at that time their respective terms of office.
3.
Delivery of Common Shares. On or as soon as practicable after the Effective Date, iPayMobil will use reasonable efforts
to cause all holders of iPayMobil Common Stock, including the holders of iPayMobil Common Stock acquired in the Private Placement
(collectively, the “iPayMobil Stockholders”), to surrender to Aurios’ transfer agent for cancellation
certificates representing their shares of iPayMobil Common Stock against delivery of certificates representing the shares of Amended
Aurios Common Stock for which the iPayMobil shares are to be converted in the Merger. Until surrendered and exchanged as herein
provided, each outstanding certificate which, prior to the Effective Date, represented iPayMobil Common Stock shall be deemed
for all intent and corporate purposes to evidence ownership of the same number of shares of Amended Aurios Common Stock into which
the shares of iPayMobil Common Stock represented by such iPayMobil certificate shall have been so converted.
4.
Representations of iPayMobil. iPayMobil hereby represents and warrants as follows, which warranties and representations
shall also be true as of the Effective Date, and upon which joint counsel in connection with the Merger for Aurios and iPayMobil,
Krueger, LLP, may rely:
(a)
As of the date hereof, the total number of shares of iPayMobil Common Stock issued and outstanding is eighty-six million three
hundred twenty-two thousand (86,322,000), and no shares of iPayMobil Preferred Stock authorized. Other than the shares of iPayMobil
Common Stock that may be issued prior to the Closing pursuant to the Private Placement as described in Section 2(b) above, the
iPayMobil Convertible Debt Common Stock Equivalents, the iPayMobil Warrants and the foregoing shares represent all shares of iPayMobil’
capital stock that will be issued and outstanding as of the Effective Date.
(b)
The iPayMobil Common Stock constitutes duly authorized, validly issued shares of capital stock of iPayMobil. All shares of iPayMobil
Common Stock are fully paid for and nonassessable.
(c)
The iPayMobil preliminary unaudited financial statements as of and for the year ended December 31, 2014, which have been made
available to Aurios (hereinafter referred to as the “iPayMobil Financial Statements”), to the best of iPayMobil’s
knowledge, fairly present in all material respects the financial condition of iPayMobil as of the dates thereof and the results
of its operations for the periods covered.
(d)
Since December 31, 2014, there has not been any material adverse change in the financial position of iPayMobil except changes
arising in the ordinary course of business, which changes will not materially or adversely affect the financial position of iPayMobil.
(e)
iPayMobil is not a party to any material pending litigation or, to the actual knowledge of its officers (herein, “Knowledge”),
any governmental investigation or proceeding, not reflected in the iPayMobil Financial Statements, and, to its Knowledge, no material
litigation, claims, assessments or any governmental proceedings are threatened against iPayMobil.
(f)
iPayMobil is in good standing in its state of incorporation, and is in good standing and duly qualified to do business in each
state where required to be so qualified except where the failure to so qualify would have no material negative impact on iPayMobil.
(g)
iPayMobil has, or by the Effective Date will have, filed all material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed in the ordinary course of business and has (or will have) paid or made adequate provisions
for all taxes or assessments which have become due as of the Effective Date, except where failure to do so would have no material
adverse effect on iPayMobil.
(h)
iPayMobil has not materially breached any material agreement to which it is a party. iPayMobil has made available to Aurios for
its review copies of or access to all material contracts, commitments or agreements to which iPayMobil is a party, including all
contracts covering relationships or dealings with related parties or affiliates.
(i)
iPayMobil has no subsidiaries.
(j)
iPayMobil has made its corporate financial records, minute books, and other corporate documents and records available for review
to management of Aurios prior to the Effective Date, during reasonable business hours and on reasonable notice.
(k)
Subject to the receipt of stockholder approval, iPayMobil has the corporate power to enter into this Agreement and to perform
its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby have been or will prior to the Closing and the Effective Date be duly authorized by the board of directors of iPayMobil
and by the stockholders of iPayMobil. The execution of this Agreement does not materially violate or breach any material agreement
or contract to which iPayMobil is a party, and iPayMobil, to the extent required, has (or will have by Closing) obtained all necessary
approvals or consents required by any agreement to which iPayMobil is a party. The execution and performance of this Agreement
will not violate or conflict with any provision of the Certificate of Incorporation or Bylaws of iPayMobil.
(l)
Information regarding iPayMobil which has been delivered by iPayMobil to Aurios for use in connection with the Merger is true
and accurate in all material respects.
5.
Representations of Aurios and ZipRemit Sub. Aurios and ZipRemit Sub hereby jointly and severally represent and
warrant to iPayMobil as follows, each of which representations and warranties shall continue to be true as of the Effective Date,
and upon which joint counsel in connection with the Merger for Aurios and iPayMobil, Krueger, LLP, may rely:
(a)
To the best of management’s knowledge, as of the Effective Date, the shares of Amended Aurios Common Stock to be issued
and delivered to the iPayMobil stockholders hereunder and in connection herewith will, when so issued and delivered, constitute
duly authorized, validly and legally issued, fully-paid, nonassessable shares of Aurios capital stock, free of all liens and encumbrances.
(b)
Aurios and ZipRemit Sub have the corporate power to enter into this Agreement and to perform their obligations hereunder. The
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been or will prior
to the Closing and the Effective Date be duly authorized by the respective board(s) of directors, and to the extent legally required,
stockholder approval, of Aurios and as to ZipRemit Sub by Aurios. To the best of management’s knowledge, the execution and
performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument
or document to which Aurios or ZipRemit Sub is a party or to which it is otherwise subject and will not violate any judgment,
decree, order, writ, law, rule, statute, or regulation applicable to Aurios or ZipRemit Sub or their respective properties. The
execution and performance of this Agreement will not violate or conflict with any provision of the respective Articles or Certificate
of Incorporation or Bylaws of Aurios or ZipRemit Sub.
(c)
Aurios and ZipRemit Sub are each duly organized, validly existing and in good standing under the laws of the jurisdiction of their
incorporation; each has the corporate power to own its property and to carry on its business as now being conducted and is duly
qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material negative
impact. Neither corporation is required to be qualified to do business in any state other than the states of Nevada or Arizona
where applicable.
(d)
To the best of Aurios management’s Knowledge, as of the date of this Agreement, Aurios’ authorized capital stock consists
of ninety million (90,000,000) shares of common stock, no par value, of which four million five hundred ninety thousand five hundred
(4,597,500) shares are issued and outstanding (the “Aurios Common Stock”) as of the date hereof and (ii) ten million
(10,000,000) shares of preferred stock, no par value, of which none are issued and outstanding (the “Aurios Preferred Stock”)
as of the date hereof. ZipRemit Sub’s capitalization consists solely of 1,000 authorized shares of $0.001 par value common
stock (“ZipRemit Sub’s Common Stock”), of which 1,000 shares are outstanding, all of which are owned by Aurios,
free and clear of all liens, claims and encumbrances. All outstanding shares of capital stock of Aurios and ZipRemit Sub are,
and shall be at Closing, validly issued, fully paid and nonassessable. To the best of management’s Knowledge, there are
no existing options, calls, claims, warrants, preemptive rights, registration rights or commitments of any character relating
to the issued or unissued capital stock or other securities of either Aurios or ZipRemit Sub.
(e)
To the best of iPayMobil management’s Knowledge, immediately prior to the Closing of the Merger iPayMobil has an authorized
capitalization consisting of (i) two hundred million (200,000,000) shares of common stock, no par value, of which eighty-six million
three hundred twenty-two thousand (86,322,000) shares are issued and outstanding (the “iPayMobil Common Stock”) as
of the date hereof, (ii) two million two hundred thousand (2,200,000) shares of common stock, no par value of iPayMobil, issuable
upon conversion of certain debt instruments (the “iPayMobil Convertible Debt Common Stock Equivalents”), and (iii)
five million five hundred eighty-three thousand three hundred thirty-two (5,583,332) issued and outstanding common stock purchase
warrants, exercisable into five million five hundred eighty-three thousand three hundred thirty-two (5,583,332) shares of common
stock, no par value of iPayMobil, with exercise prices of $0.25 per share and $0.50 per share (the “iPayMobil Warrants”).
All of the foregoing iPayMobil Convertible Debt Common Stock Equivalents, iPayMobil Warrants, and underlying shares to be issued
by iPayMobil prior to the Merger shall be exchanged for Aurios Convertible Debt Common Stock Equivalents or Aurios Warrants in
the Merger on the same basis as the outstanding securities of iPayMobil Common Stock exchanged pursuant to the Merger. All outstanding
shares of capital stock of iPayMobil and ZipRemit Sub are, and shall be at Closing, validly issued, fully paid and nonassessable.
To the best of management’s Knowledge, there are no existing options, calls, claims, warrants, preemptive rights, registration
rights or commitments of any character relating to the issued or unissued capital stock or other securities of iPayMobil.
(f)
The financial records, minute books, and other documents and records of Aurios and ZipRemit Sub in the actual possession of management
of these entities have been made available to iPayMobil prior to the Closing. The records and documents of Aurios and ZipRemit
Sub that have been delivered to iPayMobil constitute all of the records and documents of Aurios and ZipRemit Sub that are in the
possession of Aurios or ZipRemit Sub.
(g)
To the best of Aurios management’s Knowledge, other than as describe herein, there are no currently existing agreements
with any affiliates, related or controlling persons or entities.
(h)
To the best of Aurios’ management’s Knowledge, Aurios currently has no employees, consultants or independent contractors
other than Mr. Gary F. Pryor, Mr. Andrew M. Ling and iPayMobil’s attorneys as well as accountants.
(i)
Other than as describe in this Agreement, to the best of Aurios’ management’s Knowledge, Aurios has no material contracts.
6.
Closing. The Closing of the transactions contemplated herein shall take place on such date (the “Closing”)
as soon as reasonably practicable following the execution of this Agreement, subject to the conditions precedent set forth in
Sections 8 and 9 hereto, unless accelerated or extended by the affirmative agreement by all parties. The “Effective Date”
of the Merger shall be that date and time specified in the Certificate of Merger as the date on which the Merger shall become
effective.
7.
Actions Prior to Closing.
(a)
Prior to the Closing, iPayMobil on the one hand, and Aurios and ZipRemit Sub on the other hand, shall be entitled to make such
investigations of the assets, properties, business and operations of the other party, and to examine the books, records, tax returns,
financial statements and other materials of the other party as such investigating party deems necessary in connection with this
Agreement and the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times
and under reasonable circumstances, and the parties hereto shall cooperate fully therein. Until the Closing, and if the Closing
shall not occur, hereafter, each party shall keep confidential and shall not use in any manner inconsistent with the transactions
contemplated by this Agreement, and shall not disclose, nor use for their own benefit, any information or documents obtained from
the other party concerning the assets, properties, business and operations of such party, unless such information (i) is readily
ascertainable from public or published information, (ii) is received from a third party not under any obligation to keep such
information confidential, or (iii) is required to be disclosed by any law or order (in which case the disclosing party shall promptly
provide notice thereof to the other party in order to enable the other party to seek a protective order or to otherwise prevent
such disclosure). If this transaction is not consummated for any reason, each party shall return to the other all such confidential
information, including notes and compilations thereof, promptly after the date of such termination. The representations and warranties
contained in this Agreement shall not be affected or deemed waived by reason of the fact that either party hereto discovered or
should have discovered any representation or warranty is or might be inaccurate in any respect.
(b)
Prior to the Closing, iPayMobil, Aurios and ZipRemit Sub agree not to issue any statement or communications to the public or the
press regarding the transactions contemplated by this Agreement without the prior written consent of the other parties. In the
event that Aurios is required under federal securities law to either (i) file any document with the SEC that discloses this Agreement
or the transactions contemplated hereby, or (ii) to make a public announcement regarding this Agreement or the transactions contemplated
hereby, Aurios shall provide iPayMobil with a copy of the proposed disclosure no less than 48 hours before such disclosure is
made and shall incorporate into such disclosure any reasonable comments or changes that iPayMobil may request.
(c)
Other than the adoption of the Aurios Amended Articles referenced in Section 2(b)(2) herein, there shall be no issuance of shares,
no stock dividend, stock split, recapitalization, or exchange of shares with respect to or rights, options or warrants issued
in respect of iPayMobil’ Common Stock after the date hereof and there shall be no dividends or other distributions paid
on Aurios’ common stock, or shares of Aurios capital stock issued, after the date hereof, in each case through and including
the Effective Date. Aurios and ZipRemit Sub shall conduct no business, prior to the Closing, other than in the ordinary course
of business or as may be necessary in order to consummate the transactions contemplated hereby.
(d)
Prior to the Closing, if requested by iPayMobil, Aurios shall adopt a new stock option plan or amend its existing stock option
plan in the manner as requested by iPayMobil.
(e)
Prior to the Closing, the board of directors of each, Aurios and ZipRemit Sub, shall approve the Merger, this Agreement, and the
transactions contemplated hereby, and shall cause the resignations of each of its officers and directors of Aurios and ZipRemit
Sub as of the Closing and take such action as is necessary to appoint the iPayMobil nominees to the Aurios Board.
8.
Conditions Precedent to the Obligations of iPayMobil. All obligations of iPayMobil under this Agreement are subject
to the fulfillment, prior to or as of the Closing or the Effective Date, as indicated below, of each of the following conditions:
(a)
The representations and warranties by or on behalf of Aurios and ZipRemit Sub contained in this Agreement or in any certificate
or document delivered pursuant to the provisions hereof or in connection herewith shall be true and correct in all material respects
at and as of the Closing and Effective Date as though such representations and warranties were made at and as of such time.
(b)
Aurios and ZipRemit Sub shall have performed and complied with all covenants, agreements, and conditions set forth or otherwise
contemplated in, and shall have executed and delivered all documents required by, this Agreement to be performed or complied with
or executed and delivered by them prior to or at the Closing.
(c)
On or before the Closing, the directors and stockholders of Aurios shall have approved in accordance with applicable Arizona law
the execution and delivery and shall have filed the Aurios Amended Articles attached hereto as Exhibit B.
(d)
On or before the Closing, the directors, and to the extent legally required, the stockholders of Aurios and ZipRemit Sub shall
have approved in accordance with applicable state corporation law the execution and delivery of this Agreement, the Aurios Amended
Articles and the consummation of the transactions contemplated herein.
(e)
On or before the Closing Date, Aurios and ZipRemit Sub shall have delivered certified copies of resolutions of the sole stockholder
and directors of ZipRemit Sub and of the directors of Aurios approving and authorizing the execution, delivery and performance
of this Agreement and authorizing all of the necessary and proper action to enable Aurios and ZipRemit Sub to comply with the
terms of this Agreement, including the election of iPayMobil’s nominees to the Board (of Aurios) and all matters outlined
or contemplated herein.
(f)
The Merger shall be permitted by applicable state law and otherwise, Aurios shall have sufficient shares of its capital stock
authorized to complete the Merger and the transactions contemplated hereby.
(g)
The capitalization of Aurios shall be as set forth in Section 5(h) herein.
(h)
At Closing, all of the directors and officers of Aurios shall have resigned in writing from their positions as directors and officers
of Aurios effective upon the election and appointment of the iPayMobil nominees, and the directors of Aurios shall take such action
as may be necessary or desirable regarding such election and appointment of iPayMobil nominees.
(i)
At the Closing, all instruments and documents delivered by Aurios or ZipRemit Sub, including to iPayMobil stockholders pursuant
to the provisions hereof, shall be reasonably satisfactory to legal counsel of iPayMobil.
(j)
iPayMobil shall have received reasonable assurance of its accountants and legal advisors, to the extent it deems necessary, that
the Merger shall be in full compliance with all applicable securities law requirements in connection with the Merger and the Closing
contemplated by this transaction.
(k)
The shares of restricted Aurios capital stock to be issued to iPayMobil stockholders at Closing will be validly issued, nonassessable
and fully paid for under Arizona corporation law and will be issued in a nonpublic offering in compliance with all federal, state
and applicable securities laws.
(l)
iPayMobil shall have received the advice of its tax advisor, to the extent it deems necessary, that this transaction is considered
a tax-free reorganization as to iPayMobil and all of the iPayMobil Stockholders.
(m)
iPayMobil shall have received all necessary and required approvals and consents from required parties and from its stockholders.
(n)
iPayMobil shall have completed its due diligence of ZipRemit Sub and Aurios, to its full satisfaction, at its sole and absolute
discretion.
9.
Conditions Precedent to the Obligations of Aurios and ZipRemit Sub. All obligations of Aurios and ZipRemit Sub under
this Agreement are subject to the fulfillment, prior to or at the Closing and the Effective Date, of each of the following conditions:
(a)
The representations and warranties by iPayMobil contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true and correct in all material respects at and as of the Closing and the Effective Date as
though such representations and warranties were made at and as of such times.
(b)
iPayMobil shall have performed and complied with, in all material respects, all covenants, agreements, and conditions required
by this Agreement to be performed or complied with prior to or at the Closing.
10.
Survival and Indemnification. None of the representations, warranties, and agreements contained in this Agreement,
or in any schedule, certificate, document or statement delivered pursuant hereto, shall survive (and not be affected in any respect
by) the Closing.
11.
Nature of Representations. All of the parties hereto are executing and carrying out the provisions of this Agreement
in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and the other documents
delivered at the Closing and not upon any representation, warranty, agreement, promise or information, written or oral, made by
the other party or any other person other than as specifically set forth herein. Notwithstanding any investigation conducted by
any party hereto or any information any party may receive, all representations, warranties, covenants and agreements contained
in this Agreement (or in any schedule, certificate, document or statement delivered pursuant hereto) shall survive only until
the Closing.
12.
Documents at Closing. At the Closing, the following documents shall be delivered:
(a)
iPayMobil will deliver, or will cause to be delivered, to Aurios the following:
(1)
a certificate executed by the President of iPayMobil to the effect that all representations and warranties made by iPayMobil under
this Agreement are true and correct as of the Closing and as of the Effective Date, the same as originally given to Aurios or
ZipRemit Sub on said date;
(2)
a certificate from the state of iPayMobil’s incorporation dated within five business days of the Closing to the effect that
iPayMobil is in good standing under the laws of said state;
(3)
such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this
Agreement;
(4)
an executed copy of the Certificates of Merger for filing in both Arizona and Nevada;
(5)
a certified copy of resolutions adopted by the stockholders and directors of iPayMobil authorizing the Merger; and
(6)
all other items, the delivery of which is a condition precedent to the obligations of Aurios and ZipRemit Sub, as set forth herein;
and
(b)
Aurios and ZipRemit Sub will deliver or cause to be delivered to iPayMobil:
(1)
stock certificates representing those securities of Aurios to be issued as a part of the Merger as described in Section 2 hereof;
(2)
a certificate of the President of Aurios and ZipRemit Sub, respectively, to the effect that all representations and warranties
of Aurios and ZipRemit Sub made under this Agreement are true and correct as of the Closing, the same as originally given to iPayMobil
on said date;
(3)
a certified copy of resolutions adopted by Aurios’ and ZipRemit Sub’s board of directors and ZipRemit Sub’s
sole stockholder authorizing the Merger and Aurios’ Amended Articles and all related matters;
(4)
a certificate from the Arizona Secretary of State dated within five business days of the Closing Date that the Aurios Amended
Articles have been accepted for filing;
(5)
certificates from the jurisdictions of incorporation of Aurios and ZipRemit Sub dated within five business days of the Closing
Date that each of said corporations is in good standing under the laws of said state;
(6)
such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(7)
the written resignation of all officers and directors of Aurios and ZipRemit Sub as of the Closing and written appointment of
the iPayMobil nominees as directors and officers; and
(8)
all other items, the delivery of which is a condition precedent to the obligations of iPayMobil, as set forth in Section 8 hereof.
13.
Closing Covenants. [Intentionally deleted]
14.
Miscellaneous.
(a)
Further Assurances. At any time, and from time to time, after the Effective Date, each party will execute such additional
instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.
(b)
Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder
may be waived in writing by the party (in its sole discretion) to whom such compliance is owed.
(c)
Termination. This Agreement and all obligations hereunder (other than those under Section 14(l)) may be terminated (i)
after December 31, 2015 at the discretion of either party if the Closing has not occurred by December 31, 2015 (unless the Closing
date is extended with the consent of both iPayMobil and Aurios) for any reason other than the default hereunder by the terminating
party, or (ii) at any time by the non-breaching party if any of the representations and warranties made herein by the other party
have been materially breached.
(d)
Amendment. This Agreement may be amended only in writing as agreed to by all parties hereto.
(e)
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered
in person or sent by prepaid first class registered or certified mail, return receipt requested to the last known address of the
noticed party.
(f)
Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.
(g)
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
(h)
Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors and assigns.
(i)
Entire Agreement. This Agreement and the attached Exhibits, including the Certificate of Merger attached hereto as Exhibit
A and the Amended Aurios Articles attached hereto as Exhibit B, is the entire agreement of the parties covering
everything agreed upon or understood in the transaction. There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the execution hereof.
(j)
Time. Time is of the essence.
(k)
Severability. If any part of this Agreement is deemed to be unenforceable, the balance of the Agreement shall remain in
full force and effect.
(l)
Responsibility and Costs. In the event that the Merger is not consummated, all fees, expenses and out-of-pocket costs,
including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties
hereto shall be borne solely and entirely by the party that has incurred such costs and expenses, unless the failure to consummate
the Merger constitutes a breach of the terms hereof, in which event the breaching party shall be responsible for all costs of
all parties hereto. If the Merger is consummated, the Surviving Corporation shall pay for all merger-related fees.
(m)
Applicable Law. This Agreement shall be construed and governed by the laws of the State of Nevada without reference to
principles of conflicts of laws.
(n)
Jurisdiction and Venue. Each party hereto irrevocably consents to the jurisdiction and venue of the state or federal courts
located in Carson City or Las Vegas, State of Nevada, in connection with any action, suit, proceeding or claim to enforce the
provisions of this Agreement, to recover damages for breach of or default under this Agreement, or otherwise arising under or
by reason of this Agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
| ZIPREMIT
CREDIT CORP. |
|
IPAYMOBIL,
INC. |
| |
|
|
|
|
| By: |
|
|
By: |
|
| |
Gary F. Pryor,
President |
|
|
Andrew M. Ling,
President |
| |
|
|
|
|
| |
|
|
AURIOS INC. |
| |
|
|
|
| |
|
|
By: |
|
| |
|
|
|
Andrew M. Ling,
President |
EXHIBIT
A
ARIZONA
AND NEVADA CERTIFICATES OF MERGER
EXHIBIT
B
AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
AURIOS INC.
Pursuant
to the provisions of Sections 10-1003, 10-1006 and 10-1007 of the Arizona Revised Statutes, the undersigned Corporation hereby
adopts the following Amendment to the Articles of Incorporation:
FIRST:
Article I is hereby amended and restated in its entirety as follows:
The
name of the Corporation is ZipRemit, Inc.
SECOND:
Article IV is hereby amended and restated in its entirety as follows:
ARTICLE
IV - CAPITAL STOCK
(a)
Authorized Shares. The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Million
(200,000,000), of which One Hundred Ninety Million (190,000,000) shares will be Common Stock, with no par value per share, and
Ten Million (10,000,000) shares will be blank check preferred stock, with no par value per share.
(b)
Blank Check Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed in this Article IV,
to provide for the issuance of the shares of blank check Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Arizona, to establish from time to time the number of shares to be included in each such series,
and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations
and restrictions thereof. The authority of the Board with respect to each series will include but not be limited to, the rights
to determine the following:
(i)
The number of shares constituting that series and the distinctive designation of that series, which may be a distinguishing number,
letter or title;
(ii)
The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(iii)
Whether that series will have voting rights in addition to the voting rights provided by law, and if so, the terms of such voting
rights;
(iv)
Whether that series will have conversion privileges and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors determines;
(v)
Whether or not the shares of that series will be redeemable and, if so, the terms and conditions of such redemption, including
the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates;
(vi)
Whether that series will have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and
amount of such sinking fund;
(vii)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares of that series; and
(viii)
Any other relative rights, preferences and limitations of that series.
Each
series of serial preferred stock, in preference to the Common Stock, will be entitled to dividends from funds or other assets
legally available therefore, at such rates, payable at such times and cumulative to the extent, as may be fixed by the Board of
Directors of the Corporation pursuant to the authority herein conferred upon it. In the event of dissolution or liquidation of
the Corporation, voluntary or involuntary, the holders of serial preferred stock, in preference to the Common Stock, will be entitled
to receive such amount or amounts as may be fixed by the Board of Directors of the Corporation pursuant to the authority herein
conferred upon it. Preference stock of any series redeemed, converted, exchanged, purchased or otherwise acquired by the Corporation
shall be canceled by the Corporation and returned to the status of authorized but unissued preference stock. All shares of any
series of serial preferred stock, as between themselves, shall rank equally and be identical; and all series of serial preferred
stock, as between themselves, shall rank equally and be identical, except as set forth in resolutions of the Board of Directors
authorizing the issuance of the series.
The
Board of Directors of the Corporation may, from time to time, cause the Corporation to purchase its own shares to the extent of
the unreserved and unrestricted earned and capital surplus of the Corporation.
The
Corporation may issue rights, options and warrants to purchase shares of stock of the Corporation to directors, officers or employees
of the Corporation or any affiliate therefore or any third party, and no shareholder approval or ratification of any such issuance
of rights and options shall be required.
The
Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to all shareholders a portion
of the Corporation’s assets, in cash or in property, so long as the Corporation is not rendered insolvent thereby as provided
under the laws of the State of Arizona.
THIRD:
The Articles of Amendment were unanimously recommended for Shareholder approval by Unanimous Written Consent Action by the
Board of Directors of the Corporation, dated as of March 5, 2015.
FOURTH:
The number of shares of common stock of the Corporation outstanding at the time of such adoption was 4,597,500 shares and
the number of shares entitled to vote thereon was 4,597,500 shares.
FIFTH:
The designation and number of outstanding shares of each class or series of securities entitled to vote thereon as a class
or series were as follows:
| CLASS
OR SERIES |
|
NUMBER
OF SHARES |
| Common Stock |
|
4,597,500 |
SIXTH:
By class or series of securities, the number of shares of each class or series of securities voting for or against such amendment,
was as follows:
| CLASS
OR SERIES |
|
NUMBER
OF
SHARES FOR |
|
NUMBER
OF
SHARES AGAINST |
| Common Stock |
|
[___________] |
|
[___________] |
The
number of votes cast for approval of the amendment was sufficient for approval by the voting group.
SEVENTH:
This Amendment does not provide for an exchange, reclassification or cancellation of issued shares.
EIGHTH:
This Amendment does not effect a change in the amount of stated capital.
DATED:
As of March 5, 2015.
| |
Aurios
Inc., an Arizona corporation |
| |
|
|
| |
By: |
/s/
Andrew M. Ling |
| |
Name: |
Andrew M. Ling |
| |
Title: |
Chairman, President
and Chief Executive Officer |
Exhibit
2.2
Amended
Articles of Incorporation of Aurios Inc.
AMENDMENT
TO
ARTICLES
OF INCORPORATION
OF
AURIOS
INC.
Pursuant
to the provisions of Sections 10-1003, 10-1006 and 10-1007 of the Arizona Revised Statutes, the undersigned Corporation hereby
adopts the following Amendment to the Articles of Incorporation:
FIRST:
Article I is hereby amended and restated in its entirety as follows:
The
name of the Corporation is ZipRemit, Inc.
SECOND:
Article IV is hereby amended and restated in its entirety as follows:
ARTICLE
IV - CAPITAL STOCK
(a)
Authorized Shares. The aggregate number of shares that the Corporation will have authority to issue is Two Hundred Million
(200,000,000), of which One Hundred Ninety Million (190,000,000) shares will be Common Stock, with no par value per share, and
Ten Million (10,000,000) shares will be blank check preferred stock, with no par value per share.
(b)
Blank Check Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed in this Article IV,
to provide for the issuance of the shares of blank check Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Arizona, to establish from time to time the number of shares to be included in each such series,
and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations
and restrictions thereof. The authority of the Board with respect to each series will include but not be limited to, the rights
to determine the following:
(i)
The number of shares constituting that series and the distinctive designation of that series, which may be a distinguishing number,
letter or title;
(ii)
The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(iii)
Whether that series will have voting rights in addition to the voting rights provided by law, and if so, the terms of such voting
rights;
(iv)
Whether that series will have conversion privileges and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors determines;
(v)
Whether or not the shares of that series will be redeemable and, if so, the terms and conditions of such redemption, including
the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates;
(vi)
Whether that series will have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and
amount of such sinking fund;
(vii)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares of that series; and
(viii)
Any other relative rights, preferences and limitations of that series.
Each
series of serial preferred stock, in preference to the Common Stock, will be entitled to dividends from funds or other assets
legally available therefore, at such rates, payable at such times and cumulative to the extent, as may be fixed by the Board of
Directors of the Corporation pursuant to the authority herein conferred upon it. In the event of dissolution or liquidation of
the Corporation, voluntary or involuntary, the holders of serial preferred stock, in preference to the Common Stock, will be entitled
to receive such amount or amounts as may be fixed by the Board of Directors of the Corporation pursuant to the authority herein
conferred upon it. Preference stock of any series redeemed, converted, exchanged, purchased or otherwise acquired by the Corporation
shall be canceled by the Corporation and returned to the status of authorized but unissued preference stock. All shares of any
series of serial preferred stock, as between themselves, shall rank equally and be identical; and all series of serial preferred
stock, as between themselves, shall rank equally and be identical, except as set forth in resolutions of the Board of Directors
authorizing the issuance of the series.
The
Board of Directors of the Corporation may, from time to time, cause the Corporation to purchase its own shares to the extent of
the unreserved and unrestricted earned and capital surplus of the Corporation.
The
Corporation may issue rights, options and warrants to purchase shares of stock of the Corporation to directors, officers or employees
of the Corporation or any affiliate therefore or any third party, and no shareholder approval or ratification of any such issuance
of rights and options shall be required.
The
Board of Directors may from time to time, without shareholder approval, distribute on a pro rata basis to all shareholders a portion
of the Corporation’s assets, in cash or in property, so long as the Corporation is not rendered insolvent thereby as provided
under the laws of the State of Arizona.
THIRD:
The Articles of Amendment were unanimously recommended for Shareholder approval by Unanimous Written Consent Action by the
Board of Directors of the Corporation, dated as of March 5, 2015.
FOURTH:
The number of shares of common stock of the Corporation outstanding at the time of such adoption was 4,597,500 shares and
the number of shares entitled to vote thereon was 4,597,500 shares.
FIFTH:
The designation and number of outstanding shares of each class or series of securities entitled to vote thereon as a class
or series were as follows:
| CLASS
OR SERIES |
|
NUMBER
OF SHARES |
| Common Stock |
|
4,597,500 |
SIXTH:
By class or series of securities, the number of shares of each class or series of securities voting for or against such amendment,
was as follows:
| CLASS
OR SERIES |
|
NUMBER
OF
SHARES FOR |
|
NUMBER
OF
SHARES AGAINST |
| Common Stock |
|
[___________] |
|
[___________] |
The
number of votes cast for approval of the amendment was sufficient for approval by the voting group.
SEVENTH:
This Amendment does not provide for an exchange, reclassification or cancellation of issued shares.
EIGHTH:
This Amendment does not effect a change in the amount of stated capital.
DATED:
As of March 5, 2015.
| |
Aurios
Inc., an Arizona corporation |
| |
|
|
| |
By: |
/s/
Andrew M. Ling |
| |
Name: |
Andrew M. Ling |
| |
Title: |
Chairman, President
and Chief Executive Officer |
Exhibit
99.1
15941
N. 77th Street, Suite #4
Scottsdale,
AZ 85260
Telephone:
(480) 998-2943
AURIOS
INC. AND IPAYMOBIL, INC. ANNOUNCE AGREEMENT TO BECOME ZIPREMIT
SCOTTSDALE,
ARIZONA (March 5, 2015) – Aurios Inc. (Pink OTC-AURZ) and iPayMobil, Inc. (“iPayMobil”) announced today
they entered into a definitive merger agreement. ZipRemit Credit Corp., a wholly-owned subsidiary of Aurios shall merge with and
into iPayMobil, with iPayMobil continuing as the surviving corporation (the “Merger”). iPayMobil shall operate as
a wholly-owned subsidiary of Aurios. As part of the Merger, each outstanding share of iPayMobil’s capital shall be converted
into one share of Aurios capital. All outstanding warrants, options and debt conversion rights of iPayMobil shall be exchanged
and converted into warrants, options or debt conversion rights of Aurios on equal terms. Shares of Aurios common stock will remain
outstanding and unchanged as part of the Merger. Prior to the closing Aurios shall change its name to “ZipRemit, Inc.”
and, upon closing the nominees of iPayMobil shall assume control of Aurios’ board of directors and iPayMobil, the surviving
corporation shall continue with the name “ZipRemit Credit Corp.” ZipRemit™ is registered trademark of iPayMobil.
ZipRemit
is a development stage enterprise formed for the purpose of developing and commercializing an e-commerce B2B mobile payment solution
for third-party licensees, such as merchants, Internet service providers, payment service providers and others. Its mobile payment
solution will provide a convenient and secure application to purchase goods and services online with a ‘private label’
revolving line of credit issued to the merchant’s customers. ZipRemit™ intends to monetize its unique patents through
the burgeoning mobile payment industry. ZipRemit holds an exclusive worldwide license with GTX, which covers a payment system
for e-commerce using online tokens, or unique digital signatures that provide a designated monetary denomination, unique authentication
process, customer identification and other attributes associated with a mobile payments and transactions. ZipRemit plans to license
its SAAS software providing a revolving line of credit. ZipRemit believes these patents can be marketed to technology businesses
across several industries operating in the competitive online e-commerce environment.
The
company’s principal address and location is ZipRemit, Inc., 15941 N. 77th Street, Suite #4, Scottsdale, Arizona 85260. The
Company’s telephone number is (480) 998-2943.
Commenting
on the merger, Andrew M. Ling, President and CEO of iPayMobil, said, “The merger shall achieve the objectives set forth
by both the company and its shareholders. This enables ZipRemit access to the public markets, increasing shareholder liquidity,
all in an effort to advance our unique business model. ZipRemit is well positioned to pursue opportunities that are in front of
it.”
Aurios’
Board announced today that Aurios shareholders prospectively approved a reverse stock split, effective at the Board’s absolute
and sole discretion, to conduct a one-for-one thousand (1:1,000) to a one-for-two (1:2) reverse stock split (the “Reverse
Split”) of the Aurios’ capital stock prior to 2016 annual meeting of its shareholders. Aurios authorized an amendment
to its articles of incorporation (the “Amended Articles”) in anticipation of the Merger with iPayMobil. These corporate
actions are not solely dependent on the Merger. Each of the proposals are scheduled to be put forth to and approved by a majority
of its shareholders at Aurios’ 2014-2015 Annual Meeting to be held on April 6, 2015 at the Krueger LLP law offices in La
Jolla, California. Concurrently with proxy approval and shares held by iPayMobil a majority of a vote shall be perfunctory.
Based
on common stock currently issued and outstanding of both iPayMobil (to be exchanged with Aurios) and Aurios there will be 90 million
shares of Aurios’ common stock issued and outstanding. Post-Merger, the senior management team of iPayMobil will continue
to lead the combined companies and Aurios forward in its growth plans.
Completion
of the Merger is subject to customary closing conditions. The transaction is expected to close sometime during the next 90-days.
Precise timing will depend on, among other things, when the 14C Information Statement and Form 8-K Current Report are filed with
the Securities and Exchange Commission.
*****************************
This
press release does not constitute an offer of any securities for sale. In connection with the proposed Merger, Aurios Inc. and
iPayMobil, Inc. expect to file, with the SEC, an information statement/prospectus regarding the proposed transaction. Investors
and stockholders are urged to read the information statement/prospectus because it will contain important information about Aurios
and iPayMobil and the proposed transaction. Investors and stockholders may obtain a free copy of the definitive information statement/prospectus
and other documents when filed by Aurios and iPayMobil with the SEC at www.sec.gov. Investors and stockholders are
urged to read the information statement, prospectus and other relevant material when they become available before making any voting
or investment decisions with respect to the Merger.
*****************************
All
statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements
speak only as of the date of this press release and are based on our current plans and expectations, and they involve risks and
uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking
statements. These risks and uncertainties include those relating to: market acceptance of our products and services; length of
sales and implementation cycles for our products and services; our relationships with customers and strategic partners; difficulties
in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the mobile
payment, credit and lending industries; and our ability to attract and retain qualified personnel. Further information about these
matters can be found in our Securities and Exchange Commission filings. Except as required by applicable laws or regulations,
we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.
*****************************