AGREEMENT AND PLAN OF MERGER by and among TBX RESOURCES, INC., TBX ACQUISITION, INC. and EARTHWISE ENERGY, INC. September 7, 2006Merger Agreement • September 15th, 2006 • TBX Resources Inc • Oil & gas field exploration services • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2006 (this “Agreement”), is made and entered into by and among TBX Resources, Inc., a Texas corporation (“Parent”), TBX Acquisition, Inc., a Texas corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Earthwise Energy, Inc., a Nevada corporation (“Target”). Certain capitalized terms used herein have the meanings set forth in Section 8.3 or elsewhere in this Agreement as described in Section 8.4.
