EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER, dated August 4, 2009 (the
"Agreement"), is between WE SELL FOR YOU CORP., a Florida
corporation ("WSFU"), and ProIndia International Inc. ("ProIndia")
and a wholly-owned subsidiary of WSFU. WSFU and ProIndia are
sometimes hereinafter collectively referred to as the "Constituent
Corporations."
RECITALS
WHEREAS, WSFU is a corporation organized and
existing under the laws of the State of Florida, and, as of the
date hereof, has 86,400,000 shares of common stock, $.0001 par
value per share, issued and outstanding ("WSFU Common
Stock").
WHEREAS, ProIndia is a corporation organized and
existing under the laws of the State of Delaware, and, as of the
date hereof, has 100 shares of common stock, par value $0.0001 per
share, issued and outstanding ("ProIndia Common Stock"), all of
which are held by WSFU.
WHEREAS, the respective sole Directors of WSFU
and ProIndia have adopted and approved, as the case may be, this
Agreement, which is the plan of merger for purposes of the Florida
Business Corporation Act and the agreement of merger for purposes
of the Delaware General Corporation Law, and the transactions
contemplated by this Agreement, including the Merger (as
hereinafter defined).
WHEREAS, the sole Director of WSFU has determined
that for the purpose of effecting the reincorporation of WSFU into
the State of Delaware, this Agreement and the transactions
contemplated by this Agreement, including the Merger, are advisable
and in the best interests of WSFU and its shareholders, and the
sole Director of ProIndia has determined that this Agreement and
the transactions contemplated by this Agreement, including the
Merger, are advisable and in the best interests of ProIndia and its
sole stockholder.
WHEREAS, the respective sole Directors of WSFU
and ProIndia have determined to recommend this Agreement and the
Merger to their respective shareholders and stockholder, as the
case may be.
NOW
THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, WSFU and ProIndia hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
ARTICLE I
THE MERGER
1.1. Merger. In
accordance with the provisions of this Agreement, the Delaware
General Corporation Law and the Florida Business Corporation Act,
WSFU shall be merged with and into ProIndia (the "Merger"),
whereupon the separate existence of WSFU shall cease and ProIndia
shall be, and is hereinafter sometimes referred to as, the
"Surviving Corporation."
1.2. Filing and
Effectiveness. The Merger shall become effective, upon
the filing of (i) the certificate of merger with the Secretary of
State of the State of Delaware and (ii) the articles of merger with
the Secretary of State of the State of Florida, unless another date
and time is set forth in the certificate of merger and the articles
of merger. The date and time when the Merger shall
become effective is referred to herein as the "Effective Date of
the Merger."
1.3. Effect of the
Merger.
(a) On
the Effective Date of the Merger, the separate existence of WSFU
shall cease, and the Merger shall have the effects set forth in the
applicable provisions of the Delaware General Corporation Law and
the Florida Business Corporation Act.
(b) Without
limiting the generality of the foregoing, and subject thereto and
to any other applicable laws, at the Effective Date of the Merger,
all the properties, rights, privileges, powers and franchises of
WSFU shall vest in the Surviving Corporation, and, subject to the
terms of this Agreement, all debts, liabilities, restrictions,
disabilities and duties of WSFU shall become the debts,
liabilities, restrictions, disabilities and duties of the Surviving
Corporation.
ARTICLE II
CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1. Certificate of
Incorporation. The Certificate of Incorporation of
ProIndia in effect immediately prior to the Effective Date of the
Merger shall be, as of the Effective Date of the Merger, the
certificate of incorporation of the Surviving Corporation until
duly amended in accordance with the provisions thereof and
applicable law.
2.2. By-laws. The
By-laws of ProIndia in effect immediately prior to the Effective
Date of the Merger shall be, as of the Effective Date of the
Merger, the by-laws of the Surviving Corporation until duly amended
in accordance with the provisions thereof and applicable
law.
2.3. Directors and
Officers. The director and officers of the Surviving
Corporation as of the Effective Date of the Merger shall be the
same as the director and officers of WSFU immediately prior to the
Effective Date of the Merger.
ARTICLE III
MANNER OF CONVERSION OF SHARES
3.1. WSFU Common
Stock. Upon the Effective Date of the Merger, each share
of WSFU Common Stock (excluding shares held by shareholders who
perfect their dissenters' rights of appraisal as provided in
Section 3.2 of this Agreement) that is issued and outstanding
immediately prior thereto shall, by virtue of the Merger and
without any action by the Constituent Corporations, the holder of
such shares or any other person, be converted into the right to
receive one fully paid and nonassessable share of ProIndia Common
Stock (the "Merger Consideration"). As of the Effective
Date of the Merger, all shares of WSFU Common Stock shall no longer
be outstanding and shall automatically be cancelled and retired and
shall cease to exist and each certificate that previously
represented such shares of WSFU Common Stock shall thereafter
represent the Merger Consideration for all such shares.
3.2. Dissenting
Shareholders. Any holder of shares of WSFU Common Stock
who perfects his or her dissenters' rights of appraisal in
accordance with and as contemplated by Section 607.1302 of the
Florida Business Corporation Act shall be entitled to receive the
value of such shares in cash as determined pursuant to Sections
607.1320 through 607.1333 of the Florida Business Corporation Act;
provided, however, that no such payment shall be made to any
dissenting shareholder unless and until such dissenting shareholder
has complied with the applicable provisions of the Florida Business
Corporation Act, and surrendered to the Surviving Corporation the
certificate or certificates representing the shares for which
payment is being made. In the event that after the
Effective Date of the Merger a dissenting shareholder of WSFU fails
to perfect, or effectively withdraws or loses, his or her right to
appraisal and of payment for his or her shares, such dissenting
shareholder shall be entitled to receive
