AGREEMENT AND PLAN OF
MERGER
This Agreement And Plan Of Merger
dated as of the 14th day of September, 2009.
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BETWEEN:
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CIGNUS
VENTURES INC., a Nevada
corporation, having a corporate
office at Suite 410-103 East Holly Street, National Bank
Building,
Bellingham, WA 98225
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(“Parent”)
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OF THE FIRST PART
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AND:
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SMARTLINX
ACQUISITION CORP., a
Nevada corporation, having
its registered office at 8275 S. Eastern Avenue, Suite 200, Las
Vegas, Nevada 89123
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(“Subsidiary”)
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OF THE SECOND PART
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WHEREAS:
A. This Agreement and Plan of
Merger (this “Agreement”) is made and entered into as
of September 14, 2009 between Parent and Subsidiary. Parent and
Subsidiary are from time to time herein referred to as the
“Constituent Corporations”;
B. Subsidiary is the wholly-owned
subsidiary of Parent and is a corporation duly organized and
existing under the laws of the State of Nevada;
C. Each of the Boards of
Directors of the Constituent Corporations deem it advisable and in
the best interests of Constituent Corporations and their respective
shareholders that Subsidiary be merged with and into
Parent;
D. By consent resolution dated
September 14, 2009, the Board of Directors of Subsidiary has
approved the Plan of Merger embodied in this Agreement;
E. By consent resolution dated
September 14, 2009, the Board of Directors of Parent has approved
the Plan of Merger embodied in this Agreement.
NOW THEREFORE
, in consideration of the mutual
agreements and covenants set forth herein, the Constituent
Corporations do hereby agree to merge on the terms and conditions
herein provided, as follows:
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1. THE
MERGER
1.1 The
Merger
Upon the terms and
subject to the conditions hereof, on the Effective Date (as
hereinafter defined), Subsidiary shall be merged with and into
Parent in accordance with the applicable laws of the State of
Nevada (the “Merger”). The separate existence of
Subsidiary shall cease, and Parent shall be the surviving
corporation (the “Surviving Corporation”) and shall be
governed by the laws of the State of Nevada.
1.2 Effective
Date
As
soon as practicable following the execution of this Agreement, the
Parent and the Subsidiary shall cause Articles of Merger,
substantially in the form attached hereto as Appendix A, to be
executed by their respective representatives and filed with the
Nevada Secretary of State. The effective date of the Merger shall
be October 13, 2009 (the “Effective Date”).
1.3 Articles of
Incorporation
On
the Effective Date, the Articles of Incorporation of Parent, as in
effect immediately prior to the Effective Date, shall continue in
full force and effect as the Articles of Incorporation of the
Surviving Corporation, except that Article 1 of the Articles of
Incorporation of Parent, as the Surviving Corporation, shall be
amended to state that the name of the corporation is
“Smartlinx Inc.”
1.4
Bylaws
On
the Effective Date, the Bylaws of Parent, as in effect immediately
prior to the Effective Date, shall continue in full force and
effect as the bylaws of the Surviving Corporation.
1.5 Directors and
Officers
The
directors and officers of Parent immediately prior to the Effective
Date shall be the directors and officers of the Surviving
Corporation, until their successors shall have been duly elected
and qualified or until otherwise provided by law, the Articles of
Incorporation of the Surviving Corporation or the Bylaws of the
Surviving Corporation.
2. CONVERSION OF
SHARES
2.1 Subsidiary Common
Stock
Upon the Effective
Date, by virtue of the Merger and without any action on the part of
the shareholder thereof, each share in the common stock of
Subsidiary issued and outstanding immediately prior to the
Effective Date shall be cancelled.
2.2 Parent Common
Stock
Each share in the
common stock