AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made this
27th
day of
September 2007 by and between Pretoria Resources Two, Inc., a Nevada corporation
("PRETORIA-NEVADA" or the “Surviving Corporation”), and Pretoria Resources,
Inc., a Delaware corporation ("PRETORIA-DELAWARE"). PRETORIA-NEVADA and
PRETORIA-DELAWARE are hereinafter sometimes collectively referred to as the
"Constituent Corporations."
RECITALS
A.
PRETORIA-DELAWARE was incorporated under the laws of the State of Delaware
on
April 11, 2007. PRETORIA-DELAWARE’s current authorized capital stock consists of
100,000,000 shares of common stock at a par value of $0.0001 per share
("PRETORIA-DELAWARE Common Stock"), of which 1,500,000 shares are issued and
outstanding, and 10,000,0000 shares of blank check preferred stock, par value
$.0001 per share, none of which have been designated or are
outstanding.
B.
PRETORIA-NEVADA was incorporated under the laws of the State of Nevada on
September 27, 2007. Its authorized capital stock consists of 100,000,000 shares
of Common Stock, with a par value of $0.0001 per share ("PRETORIA-NEVADA Common
Stock"), of which 1,000 shares are issued and outstanding, all of which are
owned by PRETORIA-DELAWARE, and 10,000,000 shares of blank check preferred
stock, par value $.0001 per share, none of which have been designated or are
outstanding.
C.
The
respective Boards of Directors of PRETORIA-NEVADA and PRETORIA-DELAWARE deem
it
advisable and to the advantage of each of the Constituent Corporations that
PRETORIA- DELAWARE merge with and into PRETORIA- NEVADA (the “Merger”) upon the
terms and subject to the conditions set forth in this Merger Agreement for
the
purpose of effecting a change of the state of incorporation of PRETORIA-DELAWARE
from Delaware to Nevada.
D.
The
Boards of Directors of each of the Constituent Corporations have approved this
Merger Agreement.
NOW,
THEREFORE, the parties do hereby adopt the plan of reorganization set forth
in
this Merger Agreement and do hereby agree that PRETORIA-DELAWARE shall merge
with and into PRETORIA-NEVADA on the following terms, conditions and other
provisions:
1.
MERGER
AND EFFECTIVE TIME. At the Effective Time (as defined below), PRETORIA-DELAWARE,
the parent, shall be merged with and into PRETORIA-NEVADA, the subsidiary,
(the
"Merger"), and PRETORIA-NEVADA shall be the surviving corporation of the Merger
(the "Surviving Corporation").
The
Merger shall become effective upon the close of business on the date when a
duly
executed copy of Articles of Merger and all other required certificates are
filed with the Secretary of States of each of the State of Delaware and the
State of Nevada (the "Effective Time").
2.
EFFECT
OF MERGER. At the Effective Time, the separate corporate existence of
PRETORIA-DELAWARE shall cease; the corporate identity, existence, powers, rights
and immunities of PRETORIA-NEVADA as the Surviving Corporation shall continue
unimpaired by the Merger; and PRETORIA-NEVADA shall succeed to and shall possess
all the assets, properties, rights, privileges, powers, franchises, immunities
and purposes, and be subject to all the debts, liabilities, obligations,
restrictions and duties of PRETORIA-DELAWARE, all without further act or deed.
The Articles of Incorporation of the Surviving Corporation shall be the Articles
of Incorporation.
3.
GOVERNING DOCUMENTS. At the Effective Time, the Articles of Incorporation of
PRETORIA-NEVADA in effect immediately prior to the Effective Time shall become
the Articles of Incorporation of the Surviving Corporation and the By-Laws
of
PRETORIA-NEVADA in effect immediately prior to the Effective Time shall become
the By-Laws of the Surviving Corporation. These documents are annexed hereto
as
Exhibits A and B, respectively.
4.
DIRECTORS, OFFICERS AND COMMITTEES OF THE BOARD. At the Effective Time, the
directors, officers and committee members of PRETORIA-NEVADA shall be and become
the directors, officers and committee members (holding the same titles and
positions) of the Surviving Corporation and after the Effective Time shall
serve
in accordance with the Articles of Incorporation and By-laws of the Surviving
Corporation.
5.
CONVERSION OF SHARES OF PRETORIA-DELAWARE. Subject to the terms and conditions
of this Agreement, at the Effective Time, each share of PRETORIA-DELAWARE Common
Stock outstanding immediately prior thereto shall be automatically changed
and
converted into one fully paid and nonassessable, issued and outstanding share
of
PRETORIA-NEVADA Common Stock.
6.
CANCELLATION OF SHARES OF PRETORIA-DELAWARE. At the Effective Time, all of
the
previously issued and outstanding shares of PRETORIA-DELAWARE Common Stock
that
were issued and outstanding immediately prior to the Effective Time shall be
automatically retired and canceled.
7.
STOCK
CERTIFICATES. At and after the Effective Time, all of the outstanding
certificates that, prior to that date, represented shares of PRETORIA-DELAWARE
Common Stock shall be deemed for all purposes to evidence ownership of and
to
represent the number of shares of PRETORIA-NEVADA Common Stock into which such
shares of PRETORIA-DELAWARE Common Stock are converted as provided
herein.
The
registered owner on the books and records of PRETORIA-DELAWARE of any
outstanding stock certificates evidencing shares of PRETORIA-DELAWARE Common
Stock shall, until such certificates shall have been surrendered for transfer
or
otherwise accounted for to PRETORIA-NEVADA or its transfer agent, be entitled
to
exercise any voting and other rights with respect to, and to receive any
dividend and other distributions upon, the shares of PRETORIA-NEVADA Common
Stock evidenced by such outstanding certificates as above provided.
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8.
EXCHANGE OF CERTIFICATES. As soon as practicable after the Effective Time,
PRETORIA-NEVADA shall deliver to each holder of PRETORIA-DELAWARE Common Stock
appropriate transmittal forms by which holders of certificates representing
PRETORIA-DELAWARE Common Stock may exchange such certificates for certificates
representing a like number of shares of PRETORIA-NEVADA Common Stock.
9.
FURTHER ASSURANCES. From time to time, as and when required by the Surviving
Corporation or by its successors or assigns, there shall be executed and
delivered on behalf of PRETORIA-DELAWARE such deeds, assignments and other
instruments, and there shall be taken or caused to be taken by it all such
further action as shall be appropriate, advisable or necessary in order to
vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation the
title to and possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of PRETORIA-DELAWARE, and otherwise
to carry out the purposes of this Merger Agreement.
The
officers and directors of the Surviving Corporation are fully authorized in
the
name of and on behalf of PRETORIA-DELAWARE, or otherwise, to take any and all
such actions and to execute and deliver any and all such deeds and other
instruments as may be necessary or appropriate to accomplish the
foregoing.
10.
CONDITION. The consummation of the Merger is subject to the approval of this
Merger Agreement and the Merger contemplated hereby by the holders of a majority
of the outstanding shares of PRETORIA-DELAWARE Common Stock prior to or at
the
Effective Time.
11.
ABANDONMENT. At any time before the Effective Time, this Merger Agreement may
be
terminated and the Merger abandoned by the Board of Directors of
PRETORIA-DELAWARE or PRETORIA-NEVADA, notwithstanding approval of this Merger
Agreement by the Board of Directors and shareholders of PRETORIA-DELAWARE and
the Board of Directors of PRETORIA-NEVADA.
12.
AMENDMENT. At any time before the Effective Time, this Merger Agreement may
be
amended, modified or supplemented by the Boards of Directors of the Constituent
Corporations, notwithstanding approval of this Merger Agreement by the
shareholders of PRETORIA-DELAWARE; provided, however, that any amendment made
subsequent to the adoption of this Agreement by the shareholders of
PRETORIA-DELAWARE or the sole holder of shares of PRETORIA-NEVADA Common Stock
shall not: (i) alter or change the amount or kind of shares, securities, cash,
property and/or rights to be received in exchange for or upon conversion of
any
shares of any class or series of PRETORIA-DELAWARE; (ii) alter or change any
of
the terms of the Articles of Incorporation of the Surviving Corporation to
be
effected by the Merger; or (iii) alter or change any of the terms or conditions
of this Merger Agreement if such alteration or change would adversely affect
the
holders of any shares of any class or series of PRETORIA-DELAWARE.
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13.
TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of
reorganization within the meaning of Section 368(a)(1)(F) of the
Code.
14.
GOVERNING LAW. This Agreement shall be governed by and construed under the
internal laws of the State of Nevada, without reference to the principles of
conflicts of law or choice of laws, except to the extent that the laws of the
State of Delaware would apply in matters relating to the internal affairs of
PRETORIA-DELAWARE and the Merger.
15.
COUNTERPARTS. In order to facilitate the filing and recording of this Merger
Agreement, it may be executed in any number of counterparts, each of which
shall
be deemed to be an original.
IN
WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of each
of
the Constituent Corporations and attested by their respective officers hereunto
duly authorized as of the date first written above.
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a
Delaware corporation
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| By: | /s/ Xxxxxxx Xxxxxxxxx | |
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Secretary
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PRETORIA
RESOURCES TWO, INC.
a
Nevada corporation
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| By: | /s/ Xxxx Xxxxx | |
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President |
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