PLAN AND AGREEMENT OF MERGER
of
XXXX.XXX, INC., a District of Columbia corporation
with and into
INGENU INCORPORATED, a Florida corporation
------------------------------------------
This is a Plan and Agreement of Merger ("Agreement") between XXXX.XXX,
INC., a District of Columbia corporation (the "Disappearing Corp." or
"HBOA-DC"), and INGENU INCORPORATED, a Florida corporation (the "Surviving
Corp." or "INGENU-FL"), (collectively the "Constituent Corporations"). A Plan of
Merger ("Plan") in accordance with (1) the provisions of Title 29, Chapter 3 of
the Code of Law and the District of Columbia (the "District of Columbia Business
Corporation Act"), and (2) Section 607.1101 of the Florida Business Corporation
Act and (3) Section 368(a)(1)(A) of the Internal Revenue Code, as amended, by
reason of Section 368(a)(2)(E) is adopted as follows:
1. Merger. HBOA-DC shall be merged with and into INGENU-FL, to exist
and be governed by the laws of the State of Florida. The name of the Surviving
Corporation shall be INGENU, a Florida corporation.
2. Articles of Incorporation, Bylaws, Officers and Directors. The
Articles of Incorporation and Bylaws of Surviving Corp., as in effect
immediately before the Effective Date of the Merger (the "Effective Date")
shall, without any changes, be the Articles of Incorporation of the Surviving
Corp. from and after the Effective Date until further amended as permitted by
law. The persons serving as officers and directors of the Surviving Corp.,
before the Effective Date of the Merger, shall continue to serve as the officers
and directors of the Surviving Corp. after the Effective Date of the Merger.
3. Conversion of Stock. The shareholders of Disappearing Corp. will
surrender all of their shares in the manner hereinafter set forth. In exchange
for the shares of Disappearing Corp. surrendered by its shareholders, the
Surviving Corp. will issue and transfer to these shareholders, shares of common
stock of Mizar Energy Company, a Colorado corporation ("Mizar"), the parent
corporation of the Surviving Corp., on the following basis: upon the Effective
Date, each share of common stock of the Disappearing Corporation that shall be
issued and outstanding at that time shall without more be converted into and
exchanged into 8,569,300 shares of common stock of Mizar in accordance with this
Plan. The 8,569,300 shares of common stock of Disappearing Corp., issued and
outstanding immediately prior to the Effective Date, shall by virtue of the
Merger and without any action on the part of any holder thereof, be converted
into the right to receive 8,569,300 newly issued, fully paid, and non-assessable
shares of common stock of Mizar, issuable ratably to the holders thereof. Each
share of Mizar's stock that is issued and outstanding on the Effective Date
shall continue as outstanding shares of Mizar's stock.
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4. Satisfaction of Rights of Disappearing Corp. Shareholders. All
shares of Surviving Corp.'s stock into which shares of Disappearing Corp.'s
stock shall have been converted and become exchangeable for under this Plan
shall be deemed to have been paid in full satisfaction of such converted shares.
5. Fractional Shares. Fractional shares of Mizar's stock will not be
issued. Any fractional share interest will result in the adjustment of the
number of shares upward or downward to the nearest whole share.
6. Effect of Merger. On the Effective Date, the separate corporate
existence of Disappearing Corp. shall cease, and Surviving Corp. shall be fully
vested in and shall succeed, without other transfer, to all the rights,
privileges, immunities, powers, franchises and property of Disappearing Corp.
and shall be subject to all the debts restrictions, liabilities, disabilities,
and duties of the Disappearing Corp. in the same manner as if the Surviving
Corp. had itself incurred them. The Surviving Corp. will carry on business with
the assets of Disappearing Corp., as well as with the assets of Surviving Corp.
All rights of creditors and all liens on the property of each constituent
corporation shall be preserved unimpaired, limited in lien to the property
affected by the liens immediately prior to the merger.
7. Supplemental Action. If at any time after the Effective Date
Surviving Corp. shall determine that any further conveyances, agreements,
documents, instruments, and assurances or any further action is necessary or
desirable to carry out the provisions of this Plan, the appropriate officers of
Surviving Corp. or Disappearing Corp., as the case may be, whether past or
remaining in office, shall execute and deliver, on the request of Surviving
Corp., any and all proper conveyances, agreements, documents, instruments, and
assurances and perform all necessary or proper acts, to vest, perfect, confirm,
or record such title thereto in Surviving Corp., or to otherwise carry out the
provisions of this Plan.
8. Filing with the District of Columbia and Florida Secretary of State
and Effective Date. At the Closing, the Disappearing Corp. and Surviving Corp.
shall cause their respective Chief Executive Officers to execute and file (1)
these Articles of Merger with the Department of Consumer and Regulatory Affairs,
Business Regulation Administration, Corporations Division for the District of
Columbia and (2) Articles of Merger with the Florida Secretary of State (the
"Florida Articles of Merger"), in the form attached to this Agreement and upon
such execution this Plan shall be deemed incorporated by reference into the
Florida Articles of Merger as if fully set forth in such Florida Articles of
Merger and shall become an exhibit to such Florida Articles of Merger. The
Disappearing Corp. shall file this Plan in Articles of Merger with the Mayor of
the District of Columbia. After the Mayor of the District of Columbia issues a
certificate of Merger, the Surviving Corporation shall file the Florida Articles
of Merger with the Florida Secretary of State. In accordance with s. 607.1105 of
the Act, the Florida Articles of Merger shall specify the "Effective Date,"
which shall be the filing date of the Florida Articles of Merger with the
Secretary of State of Florida.
9. Amendment and Waiver. Any of the terms or conditions of this Plan
may be waived
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at any time by the one of the Constituent Corporations which is, or the
shareholders of which are, entitled to the benefit thereof by action taken by
the Board of Directors of such party, or may be amended or modified in whole or
in part at any time before the vote of the shareholders of the Constituent
Corporations by an agreement in writing executed in the same manner (but not
necessarily by the same persons), or at any time thereafter as long as such
change is in accordance with Section 607.1103 of the Florida Act and the
District of Columbia Business Corporation Act.
10. Termination. At any time before the Effective Date (whether before
or after filing of Articles of Merger), this Plan may be terminated and the
Merger abandoned by mutual consent of the Boards of Directors of both
Constituent Corporations, notwithstanding favorable action by the shareholders
of the respective Constituent Corporations.
11. Counterparts. This Plan of Merger may be executed in any number of
counterparts, each of which shall constitute an original instrument.
IN WITNESS WHEREOF, the parties have set their hands this 26th day of
May 2000.
XXXX.XXX, Inc., a District of Columbia corporation
By: /s/ Xxxx Xxxxxxx
------------------------
Xxxx Xxxxxxx
Chief Executive Officer and Chairman
INGENU INCORPORATED, a Florida corporation
By: /s/ Xxxxxxx Xxxxxxxx
------------------------
Xxxxxxx Xxxxxxxx
Chief Executive Officer and Chairman
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