AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of March 18, 2008.
| BETWEEN: | |||||
| CYBERMESH INTERNATIONAL CORP., a Nevada | |||||
| corporation, having its registered office at 000 Xxxx Xxxxxxx Xxxxxx, | |||||
| Xxxxx 000, Xxxx, XX 00000 | |||||
| (“Cybermesh”) | |||||
| AND: | |||||
| SMOKERS LOZENGE INC., a Nevada corporation, having its | |||||
| registered office at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, XX | |||||
| 00000 | |||||
| (“SLI”) | |||||
| WHEREAS: |
| A. | Cybermesh is the wholly-owned subsidiary of SLI; |
| B. | The boards of directors of Cybermesh and SLI deem it advisable and in the best interests of their respective companies and shareholders that Cybermesh be merged with and into SLI, with SLI remaining as the surviving corporation under the name “Cybermesh International Corp.”; |
| C. | The board of directors of Cybermesh has approved the plan of merger embodied in this Agreement; and |
| D. | The board of directors of SLI has approved the plan of merger embodied in this Agreement. |
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
| 1. | THE MERGER |
| 1.1 | The Merger |
Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Cybermesh shall be merged with and into SLI in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of Cybermesh shall cease, and SLI shall be the surviving corporation under the name “Cybermesh International Corp.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
CW1743125.1
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| 1.2 Effective Date |
The Merger shall become effective on the date and at the time (the “Effective Date”) that:
| (a) | the Articles of Merger are accepted and declared effective by the Secretary of State of the State of Nevada; and |
| (b) | the requirements of the laws of the State of Nevada are satisfied. |
| 1.3 Articles of Incorporation |
On the Effective Date, the Articles of Incorporation of SLI, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of SLI, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Cybermesh International Corp.”
| 1.4 Bylaws |
On the Effective Date, the Bylaws of SLI, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Bylaws of the Surviving Corporation.
| 1.5 Directors and Officers |
The directors and officers of SLI immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
| 2. | CONVERSION OF SHARES |
| 2.1 | Common Stock of SLI |
Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of SLI, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “Survivor Stock”).
| 2.2 Common Stock of Cybermesh |
Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Cybermesh, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
CW1743125.1
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| 2.3 Exchange of Certificates |
Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
| 3. | EFFECT OF THE MERGER |
| 3.1 | Rights, Privileges, etc. |
On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Cybermesh and SLI; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Cybermesh and SLI on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Cybermesh or SLI, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Cybermesh and SLI shall be preserved unimpaired, and all liens upon the property of Cybermesh or SLI shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
| 3.2 Further Assurances |
From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Cybermesh or SLI such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Cybermesh and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Cybermesh or SLI or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
| 4. | GENERAL |
| 4.1 | Abandonment |
Notwithstanding any approval of the Merger or this Agreement by the shareholders of Cybermesh or SLI or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by mutual written agreement of Cybermesh and SLI.
CW1743125.1
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| 4.2 Amendment |
At any time prior to the Effective Date, this Agreement may be amended or modified by mutual written agreement of both Cybermesh and SLI.
| 4.3 Governing Law |
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
| 4.4 Counterparts |
In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
| 4.5 Electronic Means |
Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
| CW1743125.1 |
