EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into
and effective as of July 1, 2002, by and between VOIP TELECOM, INC., a Nevada
corporation ("VOIP"), and the persons listed in Exhibit A hereof
("Shareholders"), being the owners of record of all of the issued and
outstanding stock of GLOBAL HOLDINGS, INC., a Tennessee corporation ("GHI").
WHEREAS, VOIP wishes to acquire and the Shareholders wish to transfer
all of the issued and outstanding stock of GHI in a transaction intended to
qualify as a reorganization within the meaning of IRC ss.368(a)(1)(B), as
amended.
NOW, THEREFORE, VOIP and the Shareholders adopt this plan of
reorganization and agree as follows:
SECTION 1 -- EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to transfer to VOIP at
Closing (as defined herein below) the number of shares of common stock of GHI,
no par value, shown opposite their names in Exhibit A, in exchange for an
aggregate of fifteen million (15,000,000) shares of voting common stock of VOIP,
$.001 par value, to be issued at Closing to the Shareholders in the numbers
shown opposite their names in Exhibit A, attached hereto and incorporated herein
by reference.
1.2 Delivery of Certificates by Shareholders. The transfer of GHI
shares by the Shareholders shall be effected by the delivery to VOIP at Closing
of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank or, alternatively, lost share
affidavits warranting to their ownership of the transferred shares.
1.3 Further Assurances. At Closing and from time to time thereafter,
the Shareholders shall execute such additional instruments and take such other
action as VOIP may request in order more effectively to sell, transfer and
assign the transferred stock to VOIP and to confirm VOIP's title thereto.
1.4 Changes in VOIP's Capitalization. If between the date of this
Agreement and Closing, the outstanding shares of VOIP common stock are, without
the receipt of new consideration by VOIP, increased, decreased, changed into or
exchanged for a different number or kind of shares or securities of VOIP through
reorganization, reclassification, stock dividend, stock split, reverse stock
split or similar change in VOIP's capitalization, VOIP will issue and deliver to
the Shareholders, in addition to or in lieu of the VOIP shares specified in
Section 1.1, voting stock of VOIP in equitably adjusted amounts. In the event of
any such change in VOIP's capitalization, all references to VOIP shares herein
shall refer to the number of VOIP shares as thus adjusted.
SECTION 2 -- CLOSING
The Closing contemplated by Section 1 shall be effective on July 1,
2002.
SECTION 3 -- REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders represent and warrant to VOIP as follows:
3.1 Corporate Status. GHI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
3.2 Capitalization. The authorized common stock of GHI consists of two
thousand (2,000) shares, having no par value, of which one thousand (1,000)
shares are issued and outstanding, all fully paid and nonassessable.
3.3 Title to Property. GHI has good and marketable title to all of its
properties and assets, real and personal.
3.4 Litigation. There is no litigation or proceeding pending, or to
Shareholders' knowledge threatened, against or relating to GHI, its properties
or business.
3.5 Title to Shares. The Shareholders are the owners, free and clear of
any liens and encumbrances, of the number of GHI shares which the Shareholders
have contracted to exchange.
SECTION 4 -- REPRESENTATIONS, WARRANTIES, AND COVENANTS OF VOIP
VOIP represents and warrants to, and covenants with, the Shareholders
as follows:
4.1 Corporate Status. VOIP is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
4.2 Capitalization. The authorized common stock of VOIP consists of
100,000,000 shares, $.001 par value, of which 4,756,590 shares are issued and
outstanding, all fully paid and nonassessable.
4.3 Title to Property. VOIP has good and marketable title to all of its
properties and assets, real and personal, and VOIP's properties and assets are
subject to no mortgage, pledge, lien, or encumbrance.
2
4.4 Litigation. There is no litigation or proceeding pending, or to
VOIP's knowledge threatened, against or relating to VOIP, its properties or
business.
4.5 Investment Intent. VOIP is acquiring the GHI shares to be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and VOIP has no commitment or present intention to
liquidate GHI or to sell or otherwise dispose of its stock.
4.6 Corporate Authority. VOIP has full corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder, and will
deliver to the Shareholders at Closing a certified copy of resolutions of its
board of directors authorizing execution of this Agreement by its officers and
performance thereunder.
4.7 Due Authorization. Execution of this Agreement and performance by
VOIP hereunder has been duly authorized by all requisite corporate action on the
part of VOIP, and this Agreement constitutes a valid and binding obligation of
VOIP; performance hereunder will not violate any provision of VOIP's Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments.
SECTION 5 -- CONDITIONS PRECEDENT -- VOIP
All obligations of VOIP under this Agreement are subject, at VOIP's
option, to the fulfillment, before or at Closing, of each of the following
conditions:
5.1 Representations and Warranties True at Closing. The Shareholders'
representations and warranties contained in this Agreement shall be deemed to
have been made again at and as of Closing and shall then be true in all material
respects.
5.2 Due Performance. The Shareholders shall have performed and complied
with all the terms and conditions required by this Agreement to be performed or
complied with by them before Closing.
5.3 Acceptance by the Shareholders. The terms of this Agreement shall
have been accepted by all of the Shareholders of GHI as evidenced by their
signatures herein.
SECTION 6 -- CONDITIONS PRECEDENT -- THE SHAREHOLDERS
All obligations of the Shareholders under this Agreement are subject,
at their option, to the fulfillment, before or at Closing, of each of the
following conditions:
6.1 Representations and Warranties True at Closing. VOIP's
representations and warranties contained in this Agreement shall be deemed to
have been made again at and as of Closing and shall then be true in all material
respects.
3
6.2 Due Performance. VOIP shall have performed and complied with all
the terms and conditions required by this Agreement to be performed or complied
with by it before Closing.
SECTION 7 -- INDEMNIFICATION
7.1 Indemnification of VOIP. The Shareholders severally (and not
jointly) agree to indemnify VOIP against any loss, damage or expense (including
reasonable attorney fees) suffered by VOIP from (1) any material breach by the
Shareholders of this Agreement or (2) any material inaccuracy in or breach of
any of the representations, warranties or covenants by the Shareholders herein.
7.2 Indemnification of Shareholders. VOIP agrees to indemnify the
Shareholders against any loss, damage or expense (including reasonable attorney
fees) suffered by any of the Shareholders from (1) any material breach by VOIP
of this Agreement or (2) any material inaccuracy in or breach of any of VOIP's
representations, warranties or covenants herein.
SECTION 8 -- TERMINATION
This Agreement may be terminated (1) by mutual consent in writing; (2)
by either the Shareholders or VOIP if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either party if any of the respective conditions set forth in
Sections 7 and 8 have not been satisfied or waived by Closing.
SECTION 9 -- GENERAL PROVISIONS
9.1 Further Assurances. At any time, and from time to time, after
Closing, 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 carry out the intent
and purposes of this Agreement.
9.2 Waiver. Any failure on the part of either party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
9.3 Brokers. Each represents to the other party that no broker or
finder has acted for it in connection with this Agreement and agrees to
indemnify and hold harmless the other party against any fee, loss or expense
arising out of claims by brokers or finders employed or alleged to have been
employed by it.
9.4 Notices. All notices and communications hereunder shall be in
writing and signed by a duly authorized representative of the party making the
same. All notices shall be deemed effective when delivered personally or when
deposited in the United States mail, registered or certified, return receipt
requested, postage prepaid, to the last known address of such party.
4
9.5 Entire Agreement. The parties hereto agree that this Agreement sets
forth all the promises, agreements and understandings between them. This
Agreement supersedes any and all other agreements either oral or written between
the parties. It is further agreed that any amendment or modification to this
Agreement shall not be binding unless such amendment or modification is reduced
to writing and signed by both parties.
9.6 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.
9.7 Governing Law. The laws of the State of Tennessee shall govern and
control the terms of this Agreement. Any action brought by either of the parties
shall only be brought in Shelby County, Tennessee. It is agreed that any party
in breach of this Agreement will pay the reasonable attorney fees of the party
not in breach.
9.8 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
9.9 Counterparts. This Agreement may be executed simultaneously in two
(2) or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
VOIP TELECOM, INC.
By: /s/ B. Xxxxx Xxxxxx
---------------------------------
B. Xxxxx Xxxxxx, President
SHAREHOLDERS:
/s/ B. Xxxxx Xxxxxx
------------------------------------
B. Xxxxx Xxxxxx
/s/ Xxxx X. Xxxxx
------------------------------------
Xxxx X. Xxxxx
5
EXHIBIT A
EXCHANGE OF STOCK
NUMBER OF NUMBER OF
GHI SHARES VOIP SHARES
NAME OF TO BE TO BE
SHAREHOLDER ADDRESS TRANSFERRED RECEIVED
B. Xxxxx Xxxxxx 4126 Xxxx Street 500 7,500,000
Xxxxxxx, XX 00000
Xxxx X. Xxxxx 0000 Xxxx Xxxxxx 000 7,500,000
Xxxxxxx, XX 00000
6
