AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Exhibit
10.1
MERGER
AND REORGANIZATION
Agreement of Merger and Plan of Merger
and Reorganization dated October 6, 2008 by and between Woize International
Ltd., a Nevada corporation ("Woize") and Smart Comm International, Ltd., a
Nevada corporation ("SCI").
WHEREAS, the Boards of
Directors of Woize and SCI have resolved that Woize be merged under and pursuant
to Chapter 92A.180 of the Nevada Revised Statutes into a single corporation,
existing under the laws of the State of Nevada, in which Woize shall be the
surviving corporation (such corporation in its capacity as such surviving
corporation being sometimes referred to herein as the "Surviving
Corporation");
WHEREAS, the authorized
capital stock of Woize consists of 150,000,000 shares of Common Stock, $0.0001
par value and 0 shares of Preferred Stock ("Woize Common Stock") of which
81,005,280 shares of Common Stock and 0 shares of Preferred Stock are issued and
outstanding;
WHEREAS, the authorized
capital stock of SCI consists of 200 shares of Common Stock, $0.001 par value
per share ("SCI Common Stock"), of which no shares are issued and outstanding;
and
WHEREAS, the respective Boards
of Directors of Woize and SCI have approved the merger upon the terms and
conditions hereinafter set forth and have approved this Agreement;
NOW, THEREFORE, in
consideration of the premises and the mutual agreements, provisions and
covenants herein contained, the parties hereto hereby agree in accordance with
Chapter 92A.180 of the Nevada Revised Statutes that Woize and SCI shall be, at
the Effective Date (as hereinafter defined), merged (the "Merger") into a single
corporation existing under the laws of the State of Nevada, which shall be the
Surviving Corporation, and the parties hereto adopt and agree to the following
terms and conditions relating to the Merger.
1. Stockholders Meetings;
Filings; Effects of Merger
1.1. Action by
Woize. On or before October 6, 2008, the directors of Woize
shall adopt this Agreement unanimously in accordance with the Nevada Revised
Statutes.
1.2. Action by
SCI. On or before October 6, 2008, the directors of SCI shall
adopt this Agreement unanimously in accordance with the Nevada Revised
Statutes.
1.3 Filing of Certificate of
Merger; Effective Date. If (a) this Agreement is adopted by
the directors of Woize, in accordance with the Nevada Revised Statutes, (b) this
Agreement is adopted by the directors of SCI, in accordance with the Nevada
Revised Statutes, and (c) this Agreement is not thereafter, and has not
theretofore been terminated or abandoned as permitted by the provisions hereof,
than Articles of Merger shall be filed and recorded in accordance with Chapter
92A.180 of the Nevada Revised Statutes. The Merger shall become
effective at the close of business on October 8, 2008, or as soon as possible
thereafter, which date and time are herein referred to as the "Effective
Date."
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1.4. Certain Effects of
Merger. On the Effective Date, the separate existence of SCI
shall cease, and SCI shall be merged into Woize which, as the Surviving
Corporation, shall possess all the rights, privileges, powers, and franchises of
a public as well as of a private nature, and be subject to all the restrictions,
disabilities, and duties of SCI; and all the rights, privileges, powers, and
franchises of SCI, and all property, real, personal, and mixed, and all debts
due to SCI on whatever account, as well for stock subscriptions and all other
things in action or belonging to SCI, shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers, and franchises, and
each and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of SCI, and the title to any real estate
vested by deed or otherwise, under the laws of Nevada or any other jurisdiction,
in SCI, shall not revert or be in any way impaired; but all rights of creditors
and all liens upon any property of SCI shall be preserved unimpaired, and all
debts, liabilities, and duties of SCI shall thenceforth attach to the Surviving
Corporation, which may, in the name of SCI, execute and deliver all
such proper deeds, assignments, and other instruments and take or cause to be
taken all such further or other action as the Surviving Corporation may deem
necessary or desirable in order to vest, perfect, or confirm in the Surviving
Corporation title to and possession of all SCI 's property, rights, privileges,
powers, franchises, immunities, and interests and otherwise to carry out the
purposes of this Agreement.
Furthermore, Woize will assume all
franchise tax liabilities of SCI with respect to the State of
Nevada.
2. Surviving
Corporation
2.1 Name of Surviving
Corporation. The name of the Surviving Corporation from and
after the Effective Date shall be Smart Comm International Ltd.
2.2. By-Laws. The
By-Laws of Woize, as in effect immediately before the Effective Date, shall be
from and after the Effective Date, the By-Laws of the Surviving Corporation
until amended as provided therein.
2.3. Articles of
Incorporation. The Articles of Incorporation of Woize, as the
same shall be in force, shall continue to be the Articles of Incorporation of
the Surviving Corporation until amended and changed pursuant to the provisions
of the Nevada Revised Statutes.
2.4. Directors and
Officers. The directors and officers of Woize in office at the
Effective Date shall be the members of the Board of Directors and the first
officers of the Surviving Corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the By-Laws of the Surviving Corporation.
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3. Miscellaneous
3.1. This
Agreement of Merger and Plan of Merger and Reorganization may be terminated and
the proposed Merger abandoned at any time before the Effective Date of the
Merger, and whether before or after approval of this Agreement of Merger and
Plan of Merger and Reorganization by the shareholders of Woize and/or SCI, by a
duly adopted resolution of the Board of Directors of either
corporation.
3.2. For
the convenience of the parties hereto and to facilitate the filing of this
Agreement of Merger and Plan of Merger and Reorganization, any number of
counterparts hereof may be executed; and each such counterpart shall be deemed
to be an original instrument.
IN WITNESS WHEREOF, this
Agreement has been executed by Woize and SCI all on the date first above
written.
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