Common use of Plan Adopted Clause in Contracts

Plan Adopted. A plan of merger merging TNOG with and into HAEC ------------- (this "Plan of Merger"), pursuant to the provisions of Section 252 of the Delaware General Corporation Law (the "DGCL"), Article 5.01 of the Texas Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal Revenue Code, is adopted as follows: (a) TNOG shall be merged with and into HAEC, to exist and be governed by the laws of the State of Delaware. (b) The name of the Surviving Corporation shall be Houston American Energy Corp. (the "Surviving Corporation"). (c) When this Plan of Merger shall become effective, the separate existence of TNOG shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of TNOG and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Delaware and the State of Texas, if any. (e) The Surviving Corporation will carry on business with the assets of TNOG, as well as with the assets of HAEC. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.12 of the TBCA or Section 262 of the DGCL. (g) The shareholders of TNOG will surrender all of their shares in the manner hereinafter set forth. (h) In exchange for the shares of TNOG surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock. (i) The stockholders of HAEC will retain their shares of the Surviving Corporation.

Plan Adopted. A plan of merger merging TNOG with and into HAEC ------------- (this "Plan of Merger"), pursuant to the provisions of Section 252 of the Delaware General Corporation Law (the "DGCL"), ) and Article 5.01 of the Texas Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal Revenue Code), is adopted as follows: (a) TNOG shall be merged with and into HAEC, to exist and be governed by the laws of the State of Delaware. (b) The name of the Surviving Corporation shall be Houston American Energy Corp. (the "Surviving Corporation"). (c) When this Plan of Merger shall become effective, the separate existence of TNOG shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of TNOG and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Delaware and the State of Texas, if any. (e) The Surviving Corporation will carry on business with the assets of TNOG, as well as with the assets of HAEC. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.12 of the TBCA or Section 262 of the DGCL. (g) The shareholders of TNOG will surrender all of their shares in the manner hereinafter set forth. (h) In exchange for the shares of TNOG surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock. (i) The stockholders of HAEC will retain their shares of the Surviving Corporation.

Plan Adopted. A plan of merger merging TNOG with and into HAEC ------------- (this ------------ "Plan of Merger"), pursuant to the provisions of Section 252 of the Delaware General Corporation Law (the "DGCL"), ) and Article 5.01 of the Texas Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal Revenue Code), is adopted as follows: (a) TNOG shall be merged with and into HAEC, to exist and be governed by the laws of the State of Delaware. (b) The name of the Surviving Corporation shall be Houston American Energy Corp. (the "Surviving Corporation"). (c) When this Plan of Merger shall become effective, the separate existence of TNOG shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of TNOG and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Delaware and the State of Texas, if any. (e) The Surviving Corporation will carry on business with the assets of TNOG, as well as with the assets of HAEC. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.12 of the TBCA or Section 262 of the DGCL. (g) The shareholders of TNOG will surrender all of their shares in the manner hereinafter set forth. (h) In exchange for the shares of TNOG surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock. (i) The stockholders of HAEC will retain their shares of the Surviving Corporation.

Plan Adopted. A plan of merger merging TNOG OAC with and into HAEC ------------- (this ------------ "Plan of Merger"), pursuant to the provisions of Section 252 of the Delaware General Corporation Law (the "DGCL"), Article 5.01 of the Texas Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal Revenue Code, is adopted as follows: (a) TNOG OAC shall be merged with and into HAEC, to exist and be governed by the laws of the State of Delaware. (b) The name of the Surviving Corporation shall be Houston American Energy Corp. (the "Surviving Corporation"). (c) When this Plan of Merger shall become effective, the separate existence of TNOG OAC shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and properties of TNOG OAC and shall be subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property of each constituent entity shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the merger (the "Merger"). (d) The Surviving Corporation will be responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Delaware and the State of Texas, if any. (e) The Surviving Corporation will carry on business with the assets of TNOGOAC, as well as with the assets of HAEC. (f) The Surviving Corporation will be responsible for the payment of the fair value of shares, if any, required under Article 5.12 of the TBCA or Section 262 of the DGCL. (g) The shareholders of TNOG OAC will surrender all of their shares in the manner hereinafter set forth. (h) In exchange for the shares of TNOG surrendered by its shareholders, the Surviving Corporation will issue and transfer to such shareholders on the basis hereinafter set forth, shares of its common stock. (i) The stockholders of HAEC will retain their shares of the Surviving Corporation.