Houston Texas Stock Exchange Agreement and Plan of Reorganization is a legally binding agreement that outlines the terms and conditions of the merger between Benson International, Inc. and Multimedia K.I.D. Intelligence in Education, Ltd., as well as the rights and responsibilities of all stockholders involved in the transaction. The agreement aims to combine the strengths and resources of both companies to create synergies and drive growth in the education technology industry. The Houston Texas Stock Exchange Agreement and Plan of Reorganization encompasses various components and provisions, which may include: 1. Merger Terms: The agreement outlines the specific terms of the merger, including the exchange ratio for the stock swap between Benson International, Inc. and Multimedia K.I.D. Intelligence in Education, Ltd. It also details the treatment of outstanding stock options and warrants, if applicable. 2. Governance and Management: The agreement defines the governance structure of the merged entity, specifying the composition of the board of directors and the roles and responsibilities of key executives. It may also outline any changes to the corporate bylaws or articles of incorporation. 3. Stockholder Rights: The agreement determines the rights of the stockholders involved in the merger. It may include provisions regarding voting rights, dividend entitlements, and restrictions on transferring or selling shares during the transition period. 4. Integration and Reorganization: The agreement outlines the process of integrating the operations, assets, and employees of the two companies. It may address key areas such as technology integration, employee retention, customer contracts, and intellectual property consolidation. 5. Financial Considerations: The agreement covers the financial aspects of the merger, including the determination and adjustment of the merger consideration, any cash payments or stock distributions to stockholders, and the treatment of any outstanding debts or liabilities. It is worth noting that the description provided above is a general overview, and the specific details of the Houston Texas Stock Exchange Agreement and Plan of Reorganization by Benson International, Inc., Multimedia K.I.D. Intelligence in Education, Ltd., and Stockholders may vary depending on the individual agreement.