Exhibit 10.1
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
DESIGNLINE INTERNATIONAL CORPORATION
(a Delaware corporation)
JASPER VENTURES INC.
(a Nevada corporation)
and
JASPER MERGER SUB INC.
(a Delaware corporation)
THIS
AGREEMENT AND PLAN OF MERGER (the “ Agreement ”)
is entered into as of the 5th day of October, 2009, by and among
DesignLine International Corporation, a Delaware corporation
(“ DL ”), Jasper Ventures Inc., a Nevada
corporation (“ Parent ”) and Jasper Merger Sub
Inc., a Delaware corporation (“ Merger Sub
”).
W I T N E S S E T H:
WHEREAS, Merger Sub is a corporation duly
organized and validly existing under the laws of the State of
Delaware having an authorized capital stock of 100 shares of common
stock, $0.0001 par value (“ Merger Sub Common Stock
”); and
WHEREAS, DL is a corporation duly organized and
validly existing under the laws of the State of Delaware having an
authorized capital stock of 70,000,000, consisting of 55,000,000
shares of common stock, $0.0001 par value (“ DL Common
Stock ”) and 15,000,000 shares of preferred stock,
$0.0001 par value; and
WHEREAS, the Board of Directors of Merger Sub
and the Board of Directors of DL deem it advisable and in the best
interests of their respective corporations and stockholders that
the merger of Merger Sub with and into DL, as provided for herein
(the “ Merger ”), be consummated in accordance
with the provisions of the General Corporation Law of the State of
Delaware, and upon the terms and subject to the conditions
hereinafter set forth; and
WHEREAS, the Board of Directors of Merger Sub,
by appropriate corporate action, has duly authorized, approved and
adopted this Agreement; and
WHEREAS, the Board of Directors of DL, by
appropriate corporate action, has duly authorized, approved and
adopted this Agreement; and
WHEREAS, the Merger is intended to constitute a
tax-free reorganization under Section 368 of the Internal
Revenue Code of 1986, as amended.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements and
provisions herein contained, the parties hereto agree as
follows:
1
ARTICLE I
THE MERGER
1.1
Merger of Merger Sub with and into DL . In accordance
with the provisions of this Agreement and the General Corporation
Law of the State of Delaware, at the Effective Time (as defined in
Section 1.4 hereof), Merger Sub shall be merged with
and into DL, whereupon the separate existence of Merger Sub shall
cease and DL shall be the surviving entity (hereinafter sometimes
referred to as the “ Surviving Entity ”). After
the Effective Time, DL shall continue its existence as a Delaware
corporation, and shall conduct its business as the Surviving Entity
using the name “DesignLine International
Corporation.”
1.2
Effect of the Merger .
(a) At the Effective Time, the effect of
the Merger shall be as provided in Section 259 of the General
Corporation Law of the State of Delaware. Without limiting the
generality of the foregoing, at the Effective Time, DL shall
thereupon and thereafter possess, without other transfer, all the
rights, privileges, powers, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and
description of both Merger Sub and DL, and be subject to all the
restrictions, disabilities and duties of both Merger Sub and DL;
and all the rights, privileges, powers and franchises of both
Merger Sub and DL, and all the property, real, personal and mixed,
and all debts due to both Merger Sub and DL, on whatever account as
well as all other things in action belonging to either Merger Sub
or DL, shall, without other transfer, be vested in DL; and all
property, rights, privileges, powers, franchises, patents,
trademarks, licenses, registrations and other assets of every kind
and description of Merger Sub, and all and every other interest of
Merger Sub, shall, without other transfer, be thereafter the
property of DL as they were of Merger Sub, and the title to any
real estate vested in Merger Sub under any applicable laws by deed
or otherwise shall not revert or be in any way impaired by reason
of the General Corporation Law of the State of Delaware; but all
rights of creditors and all liens upon
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