Agreement and Plan of Reverse Acquisition Sample Contracts

AGREEMENT AND PLAN OF REVERSE ACQUISITION

Agreement and Plan of Reverse Acquisition • October 5th, 2009 • Activeworlds Corp • Services-business services, nec • Delaware

• Contract Type
  Agreement and Plan of Reverse Acquisition
• Filed
  October 5th, 2009
• Company
  Activeworlds Corp
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

This Agreement and Plan of Reverse Acquisition (this “Agreement”) is made and entered into as of September 29, 2009 by and among ActiveWorlds Corp., a U.S. public reporting company incorporated in Delaware whose shares are traded on the OTC Bulletin Board under the symbol: AWLD (“ActiveWorlds” or the “Purchaser”), Baytree Capital Associates, LLC, a Delaware Limited Liability Company ("Baytree"), Wuhan Vogue-Show Jewelry Co., Ltd. (“Vogue-Show”), a People’s Republic of China (“PRC”) wholly-owned foreign enterprise (“WOFE”), Dragon Lead Group Limited (“Dragon”), a British Virgin Islands (BVI) corporation, and the stockholders of Dragon set forth on Appendix A hereto. (the “Stockholders”).