PLAN OF REORGANIZATION AND AGREEMENT OF MERGER
Exhibit
2.1
PLAN
OF REORGANIZATION AND AGREEMENT OF MERGER
THIS
PLAN OF REORGANIZATION AND AGREEMENT OF MERGER
(the
“Merger
Agreement”)
is
made as of June 18, 2007 by and between Osage Energy Corporation, a Nevada
corporation (“Osage
Nevada”),
and
Osage Exploration and Development, Inc., a Delaware corporation (“Osage
Delaware”).
Osage
Nevada and Osage Delaware are sometimes referred to herein as the “Constituent
Corporations.”
RECITALS
A. Osage
Delaware is a corporation duly organized and existing under the laws of the
State of Delaware.
B. Osage
Nevada is a corporation duly organized and existing under the laws of the State
of Nevada.
C. On
the
date of this Merger Agreement, Osage Delaware has authority to issue 190,000,000
shares of common stock, par value $0.0001 per share, of which ten shares are
issued and outstanding and owned by Osage Nevada, and 10,000,000 shares of
preferred stock, par value $0.0001 per share, of which no shares are issued
or
outstanding.
D. On
the
date of this Merger Agreement, Osage Nevada has authority to issue 190,000,000
shares of common stock, par value $0.001 per share, of which 31,349,773 shares
are issued and outstanding.
E. The
respective Boards of Directors of Osage Delaware and Osage Nevada have
determined that, for the purpose of effecting the reincorporation of Osage
Nevada in the State of Delaware, it is advisable and to the advantage of such
corporations and their respective stockholders that Osage Nevada merge with
and
into Osage Delaware upon the terms and conditions herein provided.
F. The
respective Boards of Directors of Osage Delaware and Osage Nevada have approved
this Merger Agreement and have directed that this Merger Agreement be submitted
to the vote of their respective stockholders.
AGREEMENT
NOW,
THEREFORE,
the
parties do hereby adopt the plan of reorganization encompassed by this Merger
Agreement and do hereby agree that Osage Nevada shall merge with and into Osage
Delaware on the following terms, conditions and other provisions.
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1.
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Terms
and Conditions.
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1.1. Merger.
Osage
Nevada shall be merged with and into Osage Delaware (the “Merger”),
and
Osage Delaware shall be the surviving corporation, effective upon the date
this
Merger Agreement is made effective in accordance with applicable law (the
“Effective
Date”).
1.2. Succession.
Upon the
Effective Date, the separate existence of Osage Nevada shall cease and Osage
Delaware shall succeed to all of the rights, privileges, powers and property
of
Osage Nevada in the manner of and as more fully set forth in Section 259 of
the
General Corporation Law of the State of Delaware.
1.3. Common
Stock of Osage Nevada.
Upon the
Effective Date, by virtue of the Merger and without any action on the part
of
the holder thereof or the Constituent Corporations, each share of common stock
of Osage Nevada issued and outstanding immediately prior thereto shall be
changed and converted into one fully paid and nonassessable share of common
stock, par value $0.0001 per share, of Osage Delaware.
1.4. Common
Stock of Osage Delaware.
Upon the
Effective Date, by virtue of the Merger and without any action on the part
of
the holder thereof or the Constituent Corporations, each share of common stock
of Osage Delaware issued and outstanding immediately prior thereto shall
automatically be canceled and returned to the status of an authorized but
unissued share.
1.5. Stock
Certificates.
Upon and
after the Effective Date, all of the outstanding certificates which prior to
that time represented shares of common stock of Osage Nevada shall be deemed
for
all purposes to evidence ownership of and to represent the shares of common
stock of Osage Delaware into which the shares of common stock of Osage Nevada
represented by such certificates have been converted in the Merger. The
registered owner on the books and records of Osage Delaware or its transfer
agent of any such outstanding stock certificate shall, until such certificate
shall have been surrendered for transfer or conversion or otherwise accounted
for to Osage Delaware or its transfer agent, have and be entitled to exercise
any voting and other rights with respect to and to receive any dividends and
other distributions upon the shares of common stock of Osage Delaware evidenced
by such outstanding certificate as provided above.
1.6. Employee
Benefit Plans.
Upon the
Effective Date, Osage Delaware will assume all obligations of Osage Nevada
under
any and all employee benefit plans in effect as of the Effective Date or with
respect to which employee rights or accrued benefits are outstanding as of
the
Effective Date.
1.7. Warrants.
Upon the
Effective Date, each of the warrants to purchase shares of common stock of
Osage
Nevada which is outstanding immediately prior to the Effective Date shall be
converted into and become a warrant to purchase the same number of shares of
common stock of Osage Delaware at the same exercise price and upon the same
terms and subject to the same conditions as set forth in each of such respective
warrants as in effect at the Effective Date. Upon the Effective Date, Osage
Delaware will assume the outstanding and unexercised portions of such warrants
and all obligations of Osage Nevada with respect thereto.
1.8. Convertible
Debentures.
Upon the
Effective Date, each of the debentures which is convertible into shares of
common stock of Osage Nevada which is outstanding immediately prior to the
Effective Date shall be converted into and become a debenture which is
convertible into the same number of shares of common stock of Osage Delaware
at
the same conversion price and upon the same terms and subject to the same
conditions as set forth in each of such respective convertible debentures as
in
effect at the Effective Date. Upon the Effective Date, Osage Delaware will
assume the outstanding and unconverted portions of such convertible debentures
and all obligations of Osage Nevada with respect thereto.
1.9. Reservation
of Shares.
Upon the
Effective Date, an aggregate number of shares of common stock of Osage Delaware
shall be reserved for issuance upon the exercise of options, stock purchase
rights and warrants equal to the aggregate number of shares of common stock
of
Osage Nevada so reserved immediately prior to the Effective Date.
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2.
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Charter
Documents, Directors and Officers.
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2.1. Certificate
of Incorporation and Bylaws.
The
Certificate of Incorporation of Osage Delaware as in effect immediately prior
to
the Effective Date shall continue in full force and effect thereafter as the
Certificate of Incorporation of Osage Delaware without change or amendment,
until such Certificate of Incorporation is duly amended in accordance with
the
provisions thereof and applicable law. The Bylaws of Osage Delaware in effect
immediately prior to the Effective Date shall continue in full force and effect
thereafter as the Bylaws of Osage Delaware without change or amendment, until
such Bylaws are duly amended in accordance with the provisions thereof and
applicable law.
2.2. Directors.
The
directors of Osage Delaware immediately prior to the Effective Date shall upon
the Effective Date remain the directors of Osage Delaware and shall serve until
the next annual meeting of stockholders of Osage Delaware and until their
successors are duly elected and qualified or until their earlier resignation,
removal or death.
2.3. Officers.
The
officers of Osage Nevada shall become officers of Osage Delaware upon the
Effective Date and shall serve until their successors are duly elected and
qualified or their earlier resignation, removal or death.
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3.
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Miscellaneous.
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3.1. Further
Assurances.
From
time to time, as and when required by Osage Delaware or by its successors and
assigns, there shall be executed and delivered on behalf of Osage Nevada such
deeds and other instruments, and there shall be taken or caused to be taken
by
it such further and other actions, as shall be appropriate or necessary in
order
to vest, perfect or confirm, of record or otherwise, in Osage Delaware the
title
to and possession of all of the property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of Osage Nevada and otherwise
to
carry out the purposes of this Merger Agreement, and the proper officers and
directors of Osage Delaware are fully authorized in the name and on behalf
of
Osage Nevada or otherwise to take any and all such action and to execute and
deliver any and all such deeds and other instruments.
3.2. Amendment.
At any
time before or after approval by the stockholders of the Constituent
Corporations and subject to applicable law, this Merger Agreement may be amended
in any manner as may be determined in the judgment of the respective Boards
of
Directors of Osage Nevada and Osage Delaware to be necessary, desirable or
expedient in order to clarify the intention of the parties hereto or to effect
or facilitate the purposes and intent of this Merger Agreement; provided,
however, that an amendment made subsequent to the adoption of this Merger
Agreement by the stockholders of either Constituent Corporation shall not:
(1)
alter or change the amount or kind of shares, securities, cash, property and/or
rights to be received in exchange for or on conversion of all or any of the
shares of any class or series thereof of such Constituent Corporation; (2)
alter
or change any term of the Certificate of Incorporation of Osage Delaware to
be
effected by the Merger; or (3) alter or change any of the terms and conditions
of this Merger Agreement if such alteration or change would adversely affect
the
holders of any class or series of capital stock of either Constituent
Corporation.
3.3. Abandonment.
At any
time before the Effective Date, this Merger Agreement may be terminated and
the
Merger may be abandoned by the Board of Directors of either Osage Nevada or
Osage Delaware or both, notwithstanding the approval of this Merger Agreement
by
the stockholders of Osage Nevada and Osage Delaware.
3.4. Governing
Law.
This
Agreement shall in all respects be construed, interpreted and enforced in
accordance with and governed by the laws of the State of Delaware and, so far
as
applicable, the merger provisions of the Nevada Revised Statutes.
3.5. Counterparts.
In order
to facilitate the filing and recording of this Merger Agreement, the same may
be
executed in any number of counterparts, each of which shall be deemed to be
an
original.
IN
WITNESS WHEREOF, this Merger Agreement, having first been duly approved by
the
Boards of Directors of Osage Nevada and Osage Delaware, is hereby executed
on
behalf of each said corporation and attested by their respective officers
thereunto duly authorized.
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OSAGE
ENERGY CORPORATION,
a
Nevada corporation
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Xxx
Xxxxxxxx, President
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ATTEST:
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Xxx
Xxxxxxxx, Secretary
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OSAGE
EXPLORATION AND DEVELOPMENT, INC.,
a
Delaware corporation
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| By: | ||
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Xxx
Xxxxxxxx,
President
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ATTEST:
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Xxx
Xxxxxxxx,
Secretary
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