AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of March 11, 2002 (the "Merger
Agreement"), between Corpas Oklahoma, Inc., an Oklahoma corporation
("Corpas"), Corpas Holdings, Inc., an Oklahoma corporation ("CHI"), and
Corpas Merger, Inc., an Oklahoma corporation ("CMI ").
WHEREAS, on the date hereof, Corpas has authority to issue 75,000,000
shares of common stock, par value $0.001 per share (the "Corpas Common
Stock"), of which 330,191 shares are issued and outstanding;
WHEREAS, on the date hereof, CHI has authority to issue 75,000,000
shares of common stock, par value $0.001 per share (the "CHI Common
Stock"), of which 1,000 shares are issued and outstanding;
WHEREAS, on the date hereof, CMI has authority to issue 75,000,000
shares of common stock, par value $0.001 per share (the "CMI Common
Stock"), of which 1,000,000 shares are issued and outstanding;
WHEREAS, the respective Boards of Directors of Corpas, CHI and CMI
have determined that it is advisable and in the best interests of each of
such corporations that they reorganize into a holding company structure
pursuant to Section 1081(G) of the General Corporation Law of the State of
Oklahoma (the "OGCL"), under which CHI would survive as the holding
company, by the merger of Corpas with and into CMI, and with each holder
of Corpas Common Stock receiving one share of CHI Common Stock in exchange
for such share of Corpas Common Stock;
WHEREAS, under the respective certificates of incorporation of Corpas
and CHI, the CHI Common Stock has the same designations, rights and powers
and preferences, and the qualifications, limitations and restrictions
thereof, as the Corpas Common Stock which will be exchanged therefor
pursuant to the holding company reorganization;
WHEREAS, the certificate of incorporation and bylaws of CHI, as the
holding company, immediately following the merger will contain provisions
identical to the certificate of incorporation and bylaws of Corpas
immediately prior to the merger, other than differences permitted by
Section 1081(G)(4) of the OGCL;
WHEREAS, the certificate of incorporation of CMI is identical to the
certificate of incorporation of Corpas immediately prior to the merger,
other than differences permitted by Section 1081(G)(g) of the OGCL, and is
being amended in the manner required by Section 1081(G) pursuant to this
Merger Agreement;
WHEREAS, the Boards of Directors of Corpas, CHI and CMI have approved
this Merger Agreement, shareholder approval not being required pursuant to
Section 1081(G) of the OGCL;
WHEREAS, the parties hereto intend that the reorganization
contemplated by this Merger Agreement shall constitute a tax-free
reorganization pursuant to Section 368(a) of the Internal Revenue Code;
NOW, THEREFORE, in consideration of the mutual agreements and
covenants herein contained, Corpas, CHI and CMI hereby agree as follows:
1. Merger. Corpas shall be merged with and into CMI (the "Merger"),
and CMI shall be the surviving corporation (hereinafter sometimes referred
to as the "Surviving Corporation"). The Merger shall become effective upon
the date and time of filing a certified copy of this Merger Agreement with
the Secretary of State of the State of Oklahoma in accordance with the
OGCL (the "Effective Time").
2. Certificate of Incorporation of the Surviving Corporation. At
the Effective Time, the Certificate of Incorporation of CMI, as amended
and in effect immediately prior to the Effective Time, shall be amended as
set forth below and as so amended shall thereafter continue in full force
and effect as the Certificate of Incorporation of the Surviving
Corporation until further amended as provided therein and under the OGCL.
3. Article FOURTEENTH shall be added and will read as follows:
"Any act or transaction by or involving the Corporation that requires
for its adoption under the Oklahoma General Corporation Law or under this
Certificate of Incorporation the approval of the Corporation's
stockholders shall, pursuant to Section 1081(G) of the Oklahoma General
Corporation Law, require, in addition, the approval of the stockholders of
the Corporation's holding company, Corpas Holdings, Inc., or any successor
by merger, by the same vote as is required by the Oklahoma General
Corporation Law and/or by the Certificate of Incorporation of the
Corporation."
4. Succession. At the Effective Time, the separate corporate
existence of Corpas shall cease, and CMI shall succeed to all of the
assets and property (whether real, personal or mixed), rights, privileges,
franchises, immunities and powers of Corpas, and CMI shall assume and be
subject to all of the duties, liabilities, obligations and restrictions of
every kind and description of Corpas, including, without limitation, all
outstanding indebtedness of Corpas, all in the manner and as more fully
set forth in Section 1088 of the OGCL.
5. Directors. The directors of Corpas immediately prior to the
Effective Time shall be the directors of the Surviving Corporation and CHI
at and after the Effective Time to serve until the expiration of their
respective terms and until their successors are duly elected and
qualified.
6. Officers. The officers of Corpas immediately preceding the
Effective Time shall be the officers of the Surviving Corporation and CHI
at and after the Effective Time until their successors are duly elected
and qualified.
7. Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof:
each share of Corpas Common Stock issued and outstanding immediately
prior to the Effective Time shall be changed and converted into and shall
be one fully paid and nonassessable share of CHI Common Stock;
each share of Corpas Common Stock held in the treasury of Corpas
immediately prior to the Effective Time shall be cancelled and retired;
each option, warrant, purchase right, unit or other security of
Corpas convertible into shares of Corpas Common Stock shall become
convertible into the same number of shares of CHI Common Stock as such
security would have received if the security had been converted into
shares of Corpas Common Stock immediately prior to the Effective Time, and
CHI shall reserve for purposes of the exercise of such options, warrants,
purchase rights, units or other securities an equal number of shares of
CHI Common Stock as Corpas had reserved; and
each share of CHI Common Stock issued and outstanding in the name of
Corpas immediately prior to the Effective Time shall be cancelled and
retired and resume the status of authorized and unissued shares of CHI
Common Stock.
8. Other Agreements. At the Effective Time, CHI shall assume any
obligation of Corpas to deliver or make available shares of Corpas Common
Stock under any agreement or employee benefit plan not referred to in
Paragraph 6 herein to which Corpas is a party. Any reference to Corpas
Common Stock under any such agreement or employee benefit plan shall be
deemed to be a reference to CHI Common Stock and one share of CHI Common
Stock shall be issuable in lieu of each share of Corpas Common Stock
required to be issued by any such agreement or employee benefit plan,
subject to subsequent adjustment as provided in any such agreement or
employee benefit plan.
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 Corpas such deeds and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action, as shall be appropriate, advisable or necessary
in order to vest, perfect or conform, 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 Corpas, and otherwise to carry out the purposes of this
Merger Agreement, and the officers and directors of the Surviving
Corporation are fully authorized, in the name and on behalf of Corpas or
otherwise, to take any and all such action and to execute and deliver any
and all such deeds and other instruments.
10. Certificates. At and after the Effective Time, all of the
outstanding certificates which immediately prior thereto represented
shares of Corpas Common Stock shall be deemed for all purposes to evidence
ownership of and to represent the shares of CHI Common Stock, as the case
may be, into which the shares of Corpas Common Stock represented by such
certificates have been converted as herein provided and shall be so
registered on the books and records of CHI and its transfer agent. The
registered owner of any such outstanding certificate shall, until such
certificate shall have been surrendered for transfer or otherwise
accounted for to CHI 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 CHI Common Stock, as
the case may be, evidenced by such outstanding certificate, as above
provided.
11. Amendment. The parties hereto, by mutual consent of their
respective boards of directors, may amend, modify or supplement this
Merger Agreement prior to the Effective Time.
12. Compliance with Section 1081(G) of the OGCL. Prior to the
Effective Time, the parties hereto will take all steps necessary to comply
with Section 1081(G) of the OGCL, including without limitation, the
following:
13. Certificate of Incorporation and By-Laws of CHI. At the
Effective Time, the Certificate of Incorporation and By-Laws of CHI shall
be in the form of the Certificate of Incorporation and By-Laws of Corpas,
as in effect immediately prior to the Effective Time.
14. Directors and Officers of CHI. At the Effective Time, the
directors and officers of Corpas immediately prior to the Effective Time
shall be the directors and officers of CHI, in the case of directors,
until their successors are elected and qualified and, in the case of
officers, to serve at the pleasure of the Board of Directors of CHI.
15. Filings. Prior to the Effective Time, the Surviving Corporation
shall cause a certified copy of this Agreement to be executed and filed
with the Oklahoma Secretary of State. Prior to the Effective Time, to the
extent necessary to effectuate any amendments to the certificates of
incorporation of the Surviving Corporation and CHI contemplated by this
Agreement, each of the Surviving Corporation and CHI shall cause to be
filed with the Oklahoma Secretary of State such certificates or documents
required to give effect thereto.
16. Termination. This Merger Agreement may be terminated, and the
Merger and the other transactions provided for herein may be abandoned, at
any time prior to the Effective Time, whether before or after approval of
this Merger Agreement by the board of directors of Corpas, CHI and CMI, by
action of the board of directors of Corpas if it determines for any
reason, in its sole judgment and discretion, that the consummation of the
Merger would be inadvisable or not in the best interests of Corpas and its
stockholders.
17. Counterparts. This Merger Agreement may be executed in one or
more counterparts, and each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts together shall
constitute but one agreement.
18. Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Merger Agreement.
19. Governing Law. This Merger Agreement shall be governed by and
construed in accordance with the laws of the State of Oklahoma.
IN WITNESS WHEREOF, Corpas, CHI and CMI have caused this Merger
Agreement to be executed and delivered as of the date first above written.
CORPAS OKLAHOMA, INC., an Oklahoma corporation
_________________________________
Name: Robert J. Mottern
Title: President
CORPAS MERGER, INC., an Oklahoma corporation
_________________________________
Name: Robert J. Mottern
Title: President
CORPAS HOLDINGS, INC., an Oklahoma corporation
_________________________________
Name: Robert J. Mottern
Title: President
CERTIFICATION
STATE OF GEORGIA
COUNTY OF FULTON
Before me, a Notary Public in and for said County, personally appeared
Robert J. Mottern, the Secretary of Corpas Oklahoma, Inc., on the 12th day
of March, 2002, who certified that the foregoing Agreement and Plan of
Merger was adopted by the board of directors of Corpas Oklahoma, Inc.
pursuant to Section 1081(G) of the Oklahoma General Corporation Law, and
that the conditions in the first sentence of Section 1081(G) have been
satisfied.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
by notary seal on the day and year last aforesaid.
______________________________
Robert J. Mottern
Sworn to and subscribed before me
the ___ day of March, 2002.
_______________________________
Commission Expires: ____________
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