AGREEMENT AND PLAN OF MERGER
Exhibit
2.2
AGREEMENT
AND PLAN OF MERGER
This
Agreement and Plan of Merger is made as of November 18, 2009, between Alamo
Energy Corp., a Nevada corporation (the “Merging Corporation”), and Green Irons
Holdings Corp., a Nevada corporation (the “Surviving
Corporation”). (The corporations together are sometimes referred to
below as the “Constituent Corporations.”)
For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Constituent Corporations agree as follows:
1. The
Merging Corporation is duly organized, existing, and in good standing
under the laws of the State of Nevada. It has 1,000 shares of
authorized capital stock, all of which are issued and outstanding and are
designated as common stock.
2. The
Surviving Corporation is duly organized, existing, and in good standing
under the laws of the State of Nevada. It has 100,000,000 shares of
authorized capital stock, all of which are designated as common stock. 5,888,950
shares of common stock are issued and outstanding.
3. The
Boards of Directors of the Constituent Corporations deem it in the best
interests of the corporations and their stockholders that the Merging
Corporation be merged with and into Surviving Corporation in accordance with
Nevada Revised Statutes Chapter 92A. The Boards hereby adopt on
behalf of their corporations the plan of reorganization set forth in this
Agreement of Merger.
4. Merger. The
Merging Corporation shall be merged with and into the Surviving Corporation,
which shall survive the merger. The Merging Corporation’s separate
existence shall cease on the effective date of the merger, which shall be the
date on which the Articles of Merger are accepted for filing by the Office of
the Secretary of State of the State of Nevada. Without any other
transfer or documentation, on the effective date of the merger, the Surviving
Corporation shall (i) succeed to all of the Merging Corporation’s rights and
property; and (ii) be subject to all the Merging Corporation’s liabilities and
obligations.
Notwithstanding
the above, after the effective date of the merger, the Surviving Corporation’s
proper officers and directors may perform any acts necessary or desirable to
vest or confirm the Surviving Corporation’s possession of and title to any
property or rights of the Merging Corporation, or otherwise carry out this
Agreement’s purposes. This includes execution and delivery of deeds,
assurances, assignments, or other instruments.
5. Conversion
of Shares. By virtue of the merger and without any action by
any stockholder, upon the effective date of the merger, each share of capital
stock of the Merging Corporation outstanding immediately prior to the effective
date of the merger shall be cancelled.
The
shares of Surviving Corporation outstanding immediately prior to the merger
shall not be changed by reason of the merger.
6. Change
in Articles of Incorporation and Bylaws. The Surviving
Corporation’s Articles of Incorporation as effect on the effective date shall
continue to be its Articles of Incorporation, except that the First Article
thereof shall be amended as follows:
“The name
of this corporation is: Alamo Energy Corp.”
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The
Surviving Corporation’s Bylaws as in effect on the effective date of the merger
shall continue to be its Bylaws without change as a result of the
merger.
7. Officers
and Directors. The Surviving Corporation’s officers and
directors shall continue and remain as such after the effective date of the
merger for the full unexpired terms of their respective offices, or until their
successors have been duly elected or appointed and qualified, subject to the
resignations and appointments thereof.
8. Abandonment
of Merger. Any time prior to the effective date, this merger
may be abandoned without further obligation or liability by action of the board
of directors of either of the Constituent Corporations.
9. Counterparts. This
Agreement of Merger may be executed in any number of counterparts, each of which
shall constitute an original instrument.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their
respective duly authorized officers, as of the date first written
above.
“Surviving
Corporation”
GREEN
IRONS HOLDINGS CORP.
By: /s/
Xxxxx XxXxxxxxx
Xxxxx
XxXxxxxxx
Its: President
“Merging
Corporation”
By: /s/
Xxxxx XxXxxxxxx
Xxxxx
XxXxxxxxx
Its: President
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