AGREEMENT AND PLAN OF MERGER
EXHIBIT
3.3
AGREEMENT AND PLAN OF
MERGER
AGREEMENT
AND PLAN OF MERGER dated as of February 11, 2009, between HELIX WIND, INC., a Nevada
corporation (the “Surviving
Entity”), and HELIX WIND
ACQUISITION CORP., a Nevada corporation (the “Merged Entity”).
RECITALS
A. The
Surviving Entity and the Merged Entity are each sometimes referred to
hereinafter as a “Constituent
Entity” and collectively as the “Constituent
Entities”.
B. Each
of the Constituent Entities deems it advisable and generally in the best
interest of such Entity, and the shareholders thereof, that the Merged Entity be
merged with and into the Surviving Entity on the terms and conditions and with
the effect set forth in this Agreement and pursuant to the provisions of Nevada
Revised Statutes Chapter 92A (“Merger”).
C. The
name, address and jurisdiction of organization and governing law of each
Constituent Entity to the Merger is:
(a) Surviving
Entity. Helix Wind, Inc., a Nevada corporation, 0000
Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, organized and governed by the
laws of the State of Nevada; and
(b) Merged
Entity. Helix Wind Acquisition Corp., a Nevada corporation,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, organized and governed by the laws
of the State of Nevada.
AGREEMENT
In
consideration of the mutual promises set forth herein, and subject to the terms
and conditions hereof, the parties hereto agree as follows:
1
Section
1. Merger.
(a) Effective Date of
Merger. The Merger shall become effective on or after the filing by the
Surviving Entity of Articles of Merger with the Secretary of State of the State
of Nevada (the “Effective
Date”).
(b) Effect of
Merger. As of the Effective Date:
(i) Merged
Entity. The Merged Entity shall be merged with and into the
Surviving Entity and the separate existence of the Merged Entity shall
cease.
(ii) Surviving
Entity. Except as specifically set forth in this Agreement,
the existence of the Surviving Entity, with all its purposes, powers and
objects, shall continue unaffected and unimpaired by the Merger. The
Surviving Entity shall continue under the name “Helix Wind, Inc.” as a Nevada
corporation organized pursuant to and in accordance with the Nevada Revised
Statutes Chapters 78 (Private Corporations) and 92A
(Mergers, Conversions, Exchanges And Domestications, Nev. Rev. Stat.
Sections 78.010 to 78.795 and Sections 92A.005 to 92A.500, as amended from time
to time. The identity and existence, together with all the rights,
privileges, immunities, powers and franchises of the Merged Entity, both of a
public and private nature, and all property, real, personal and mixed, and all
debts due on whatever account, and all other things or choices in action
belonging to the Merged Entity, and all and every other interest shall be taken
and deemed to be transferred to and to vest, and shall be vested, in the
Surviving Entity as of the Effective Date without further act or deed and as
effectively as they were formerly vested in the Merged Entity.
(iii) The Articles of
Incorporation. The Articles of Incorporation of the Surviving
Entity existing on the Effective Date shall, as of the Effective Date, be the
Articles of Incorporation of the Surviving Entity. The name and address of the
Surviving Entity is as follows: Helix Wind, Inc., 0000 Xxxxxxxxxx Xxxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000.
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Section
2. Adoption
of the Agreement. This Agreement has been adopted and approved
by the unanimous consent of the sole shareholder of the Merged Entity and the
holders of a majority of the issued and outstanding capital of the Surviving
Entity.
Section
3. Further
Acts. The directors, officers and/or the shareholders of the
Constituent Entities shall execute this Agreement and file all certificates,
articles or other documents as may be required to be filed in the State of
Nevada to effectuate the Merger.
Section
4. Expenses. The
Surviving Entity shall pay all the expenses of accomplishing the Merger,
including, without limitation, the expenses of each Constituent Entity incurred
in connection with this Agreement and the preparations for carrying this
Agreement into effect.
Section
5. Abandonment. Anything
herein to the contrary notwithstanding, if the shareholders of any Constituent
Entity should determine that for any legal, financial, economic or business
reason deemed sufficient by such shareholders it is not in the best interests of
such Entity or their shareholders, or is otherwise unadvisable or impracticable,
to consummate the Merger, then such shareholders may abandon the Merger by
directing the board of directors and officers of such Entity to refrain from
executing or filing this Agreement or any certificate, articles or other
documents as may be required to be filed in the State of Nevada to effectuate
the Merger, and thereupon this Agreement shall be void and of no
effect. The filing of any certificate, articles or other documents,
as may be required to be filed in the State of Nevada to effect this merger,
shall constitute a waiver of any Constituent Entity’s right to abandon the
Merger and shall serve as conclusive evidence that the shareholders of each of
the Constituent Entities did not abandon the Merger and knowingly consummated
the Merger.
Section
6. Ownership
Interests. The shareholder of the Merged Entity shall receive
upon the surrender of the ownership interest in the Merged Entity held by it an
equivalent value of the ownership interests of the Surviving Entity, so as to
provide no gain or loss to it as a result of the Merger.
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IN
WITNESS WHEREOF, this Agreement has been entered into by each of the Constituent
Entities as of the date first above written.
SURVIVING
ENTITY:
HELIX
WIND, INC.
a Nevada
corporation
By: /s/ Xxx Xxxxxxx
Its:
CEO
MERGED
ENTITY:
Helix
Wind Acquisition Corp.,
a Nevada
corporation
By: /s/ Xxxxxxx Xxxxxxxxx
Its:
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