SHARE EXCHANGE
SHARE
EXCHANGE
THIS
PLAN AND AGREEMENT OF MERGER
(hereinafter called the “Agreement”), dated as of October 25, 2007, is between
Sound Worldwide, Ltd., a BVI corporation (“SOUND”), and Freedom 3, Inc., a
Delaware corporation (“FREEDOM”).
WHEREAS,
on the
date hereof FREEDOM is a corporation duly organized and existing under the
laws
of the State of Delaware, having authorized capital stock of 110,000,000 shares,
100,000,000 of which are classified and designated as common stock, $0.0001
par
value, (“SUB Common Stock”) and 10,000,000 of which are classified and
designated as preferred stock, $0.0001 par value (the “SUB Preferred
Stock”);
WHEREAS,
SOUND
is a corporation duly organized and existing under the laws of the BVI,
currently having authorized capital stock of 50,000 shares of authorized common
stock, par value $1.00 USD (the “PARENT Common Stock”), and 0 authorized
preferred stock (the “SOUND Preferred Stock”);
WHEREAS,
there
is 1 share of FREEDOM (“FREEDOM ISSUED Common Stock”) issued and outstanding and
wherein SOUND owns 100% of the FREEDOM ISSUED Common Stock, and such shares
constitute all of the issued and outstanding capital stock of
FREEDOM;
WHEREAS,
the
directors of FREEDOM and SOUND have determined it advisable and in the best
interest of each company that the SOUND shares be exchanged with the shares
of
FREEDOM and upon the terms and subject to the conditions of this Agreement;
and
WHEREAS,
the
directors of FREEDOM and SOUND have unanimously approved this Agreement by
written consent to action in lieu of a meeting and a majority of the
shareholders of FREEDOM and SOUND have approved this Agreement by written
consent to action in lieu of a meeting in accordance with the statutes of the
state of Delaware and the BVI; and
NOW
THEREFORE,
in
consideration of the mutual agreements and covenants set forth herein, FREEDOM
and SOUND hereby agree as follows:
1. Share
Exchange.
Upon
the terms and subject to the conditions set forth in this Agreement, SOUND
shall
exchange shares with shares in FREEDOM (the “Share Exchange”). The name of
FREEDOM shall be changed to Sound Worldwide Holdings, Inc. The Share Exchange
shall become effective upon the date of execution of this Agreement (the
“Effective Time” or the “Effective Date”).
2. Succession;
Officers and Directors.
The
directors of SOUND immediately prior to the Effective Time shall be the
directors of FREEDOM, each to hold office in accordance with the Certificate
of
Incorporation and Bylaws of FREEDOM, and the officers of SOUND immediately
prior
to the Effective Time shall be the officers of FREEDOM, in each case until
their
resignation or their respective successors are duly elected or appointed and
qualified. The employees and agents of SOUND shall become the employees and
agents of FREEDOM entitled to the same rights and benefits which they enjoyed
as
employees and agents of SOUND.
3. Further
Assurances.
From
time to time, as and when required by FREEDOM, or by its successors and assigns,
there shall be executed and delivered on behalf of FREEDOM such deeds and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action, as shall be appropriate or necessary in order to
vest,
perfect or confirm, of record or otherwise, in FREEDOM the title to and
possession of all property, interests, assets, rights, privileges, immunities,
powers, franchises and authority of SOUND, and otherwise to carry out the
purposes of this Agreement, and the officers and directors of FREEDOM are fully
authorized in the name and on behalf of FREEDOM or otherwise, to take any and
all such action and to execute, deliver, file, and/or record any and all
instruments, papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the provisions of this
Agreement or of the merger herein provided for.
4. Share
Exchange.
a. At
the
Effective Time, each issued and outstanding share of SOUND Common Stock and
each
issued and outstanding share of SOUND Preferred Stock shall be converted into
350
fully
paid and nonassessable shares of FREEDOM Common Stock and 1 fully paid and
nonassessable share of FREEDOM Preferred Stock, as the case may be, without
surrender of the certificate formerly representing such share of SOUND Common
Stock or SOUND Preferred Stock (each a “SOUND Certificate”). From and after the
Effective Time, all SOUND Common Stock and SOUND Preferred Stock shall no longer
be outstanding and shall be deemed to be cancelled and retired and shall cease
to exist, and each holder of any such SOUND Common Stock and SOUND Preferred
Stock shall cease to have any rights with respect to any SOUND Certificate
except the right to receive shares of FREEDOM Common Stock and/or FREEDOM
Preferred Stock (the “Share Exchange Consideration”).
b. Exhibit
A
attached
hereto sets forth the name of each holder of SOUND Common Stock and SOUND
Preferred Stock.
c. At
the
Effective Time, each share of common stock of FREEDOM (a “Share”) owned by the
FREEDOM as treasury stock and each Share owned by the SOUND shall be cancelled
and retired and shall cease to exist, and no consideration shall be delivered
in
exchange therefor.
d. Mr.
Xxxxx
Xxx, Xx. Xxx Xxx, and Xx. Xxxx Man To, shall, from and after the Effective
Time,
be the officers and directors, respectively, of FREEDOM until their successors
shall have been duly elected or appointed or qualified or until their earlier
death, resignation or removal in accordance with the certificate of
incorporation and the by-laws of FREEDOM; and
6. Amendment.
Subject
to the applicable law, this Agreement may be amended, modified or supplemented
by written agreement of the parties at any time prior to the Effective
Date.
7. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be an original and the same agreement. Telecopied or email (via PDF)
signatures shall be deemed to have the same effect as an
original.
IN
WITNESS WHEREOF,
the
undersigned Presidents, with the attestations of a Witness, of the respective
constituent corporations, duly authorized hereunto, have executed this Agreement
as of the date first above written.
| Freedom 3, Inc. | Sound Worldwide, Ltd. | ||
| By: /s/ Xxxxx K. W. Fan | By: /s/ Xxxxx K. W. Fan | ||
|
Xxxxx
K. W. Fan
President,
CEO
|
Xxxxx
K. W. Fan
President,
CEO
|
2
