Merger Agreement
Exhibit 3.1
THIS MERGER AGREEMENT ("Agreement") is made on October 31, 2019 by and between Rigworx, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000 ("RGWX"), and United Energy Corp. of 0000 Xxxxxxxxx Xxxxx, Xxxxxx, XX 00000 ("UNRG").
On completion of the merger, RGWX will be dissolved leaving UNRG as the surviving business which will be known as United Energy Corp. after the merger is complete. The surviving business will be registered in the state of Nevada. The "Effective date" of the merger will be October 31, 2019.
RECITALS
RGWX Dissolving Entity
RGWX is a C-Corporation duly organized, validly existing, and in good standing under the laws of Wyoming.
UNRG Surviving Entity
UNRG is a C-Corporation duly organized, validly existing, and in good standing under the laws of Nevada.
United Energy Corp. Final Entity
United Energy Corp. is to be the surviving business entity, as that term is defined in the state statute, to the merger described in this agreement.
MERGER
Surviving Business Entity
Subject to the terms and conditions of this Agreement, on the Effective Date mentioned above, RGWX shall be merged with and into surviving entity under the laws of the state of Nevada. As a result of the Merger, the separate corporate existence of RGWX shall cease and the entity shall continue as the surviving business entity United Energy Corp.
Certificate of Merger
UNRG shall file a certificate of merger with the Secretary of State, as required by the laws of the state of Nevada. The certificate shall be signed and acknowledged by the required number of partners or members of all constituent entities. Certified copies of the certificate of merger shall be filed in the office of the recorder in all counties in which RGWX holds real property.
Effective Date of Merger
The merger shall be effective on the date of filing of the certificate of merger.
TERMS AND CONDITIONS
Negative Covenants
Between the date of this Agreement and the date on which the merger becomes effective, each constituent entity will not:
- Except in the ordinary course of business and for adequate value, dispose of any of its assets.
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Further Assignments or Assurances
If at any time UNRG considers or is advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in UNRG the title to any property or rights of disappearing entity, or otherwise carry out the provisions of this Agreement, the entities agree that the managers of RGWX, as of the effective date of the merger, will execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts that the surviving entity reasonably determines to be proper to vest, perfect, and confirm title to such property or rights in UNRG, and otherwise carry out the provisions of this Agreement.
Conversion
(a) At the effective date of the merger, each share in RGWX will be converted into a 1 for 1 share exchange with UNRG.
(b) No fractional interests of Rigworx, Inc. after the merger will be issued to the holders of interests of RGWX. However, holders who would otherwise be entitled to receive a fraction of an interest of Rigworx, Inc. on the basis of the conversion provided for in this article will instead receive shares that are rounded up.
(c) No fractional interests of UNRG before merger will be issued to the holders of interests of the surviving entity after the merger.
Exchange
If any interest of RGWX being exchanged in connection with this merger is evidenced by a certificate, each holder of that interest must surrender the certificate or certificates, properly endorsed, to the surviving entity or its transfer agent, and will receive in exchange a certificate or certificates representing the number of interests of the surviving entity into which the interests of RGWX have been converted.
MANAGEMENT OF SURVIVING ENTITY
Management and Control
The partners or managers of the surviving entity have the sole and exclusive control of the business, subject to any limitations in the articles and operating agreement of the surviving entity.
Directors and Officers
The initial Board of Directors of the Surviving Entity will consist of 3 Directors. Disappearing entity shall be entitled to nominate 5 members of the Board of Directors of the surviving entity. The three board members who will be nominated after the merger are as follows:
1) Xxx Xxxxx
2) Xxxxx Xxxxxxx
3) Xxxxx Xxxxx
The officers of the entity will be as follows after the merger is completed:
CEO - Xxx Xxxxx
CFO - Xxxxx Xxxxxxx
CIO - Xxxxx Xxxxx
SUCCESSION PLAN FOR SURVIVING ENTITY
After the merger is completed the surviving entity will be United Energy Corp. At this point, the surviving entity will continue to operate with the current officers and directors of the entity that is being merged (please see above). Rigworx is a fully integrated, vertical E&P Company with holdings in the midsouth. It is the intention of Rigworx Inc to grow its lease and mineral holdings through improved production and additional acquisitions. Rigworx produces hydrocarbons from its existing inventory of holdings. The primary focus is oil and in some cases complimented by natural gas, condensate and other items.
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INTERPRETATION AND ENFORCEMENT
Notices
Any notice, request, demand, or other communication required or permitted under this Agreement may be delivered in person, delivered by certified mail, return receipt requested, or delivered by facsimile transmission. Deliveries by certified mail or by facsimile transmission will be sent to the address of the respective party as first indicated above or as may be updated in the future in writing by either party.
Counterpart Executions
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Partial Invalidity
If any term of this agreement is held by a court of competent jurisdiction to be void and unenforceable, the remainder of the contract terms shall remain in full force and effect
Applicable Law
The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of Nevada.
Approvals
The office bearers and members of each constituent entity to this Merger Agreement have approved by the voting percentages required by the articles, operating agreement, and law the terms and conditions of this Agreement.
This Merger Agreement shall be signed by Xxx Xxxxx, Chairman & CEO, on behalf of Rigworx, Inc. and by Xxx Xxxxx, CEO on behalf of United Energy Corp.
Rigworx, Inc.:
/s/ Xxx Xxxxx 11/01/19
By Xxx Xxxxx, Chairman & CEO
United Energy Corp.:
/s/ Xxx Xxxxx 11/01/19
By Xxx Xxxxx, CEO
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