[EXHIBIT 2.1]
Agreement And Plan Of Merger Of
Knight Energy Corp.
(A Nevada Corporation)
And Knight Energy Corp.
(A Maryland Corporation)
This Agreement And Plan Of Merger is by and between Knight
Energy Corp., a Maryland corporation ("Knight Maryland"), and
Knight Energy Corp., a Nevada corporation ("Knight Nevada").
Knight Maryland And Knight Nevada are sometimes referred to
individually as a "Constituent Corporation", and they are
sometimes referred to jointly as the "Constituent Corporations".
Recitals
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X. Xxxxxx Maryland was formed as a wholly owned subsidiary
of Knight Nevada pursuant to a proposal for the reorganization of
Knight Nevada approved by the board of directors and stockholders
of Knight Nevada.
B. The reorganization of Knight Nevada is to be effected
by merging Knight Nevada with and into Knight Maryland and
causing the stockholders of Knight Nevada to become the
stockholders of Knight Maryland, with each outstanding share of
common stock of Knight Nevada being deemed simultaneously at the
time of the merger to be one share of common stock of Knight
Maryland.
C. The General Corporation Law of the State of Maryland
(the "Maryland Code") and the Nevada Revised Statutes (the
"Nevada Code") permit the reorganization of Knight Nevada into
Knight Maryland provided that Knight Nevada and Knight Maryland
each adopts a plan of merger which sets forth the terms and
conditions of the proposed merger, the mode of carrying the
merger into effect, the manner and basis of converting the shares
of each corporation into shares or other securities or
obligations of the surviving corporation and other applicable
provisions.
Agreement
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In consideration of the premises and the following
agreements, Knight Maryland and Knight Nevada agree as follows:
1. Name Of Constituent Corporations And Surviving
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Corporation. The names of the corporations proposing to merge
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are Knight Energy Corp., a Maryland corporation, and Knight
Energy Corp., a Nevada corporation, and the name of the
corporation which shall be the surviving corporation is Knight
Energy Corp., a Maryland corporation.
2. Terms And Conditions Of The Merger. Knight Nevada
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shall merge with and into its wholly owned subsidiary, Knight
Maryland, effective as of the date of the later to occur of the
filing of Articles Of Merger, in the form attached to and made a
part of this Agreement as Exhibit A, with the Secretary of State
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of Nevada in accordance with the Nevada Code and of the date of
filing Articles Of Merger, in the form attached to and made a
part of this Agreement as Exhibit B, with the Secretary of State
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of Maryland in accordance with the Maryland Code.
3. Manner And Basis Of Converting Shares. Knight Maryland
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has authority to issue 500,000,000 shares of common stock having
a par value of $.0001. Knight Maryland has 100 shares of common
stock issued and outstanding, all of which are owned by Knight
Nevada. Knight Maryland has authority to issue 50,000,000 shares
of preferred stock having par value $.0001. Knight Maryland does
not have any preferred stock issued and outstanding. Knight
Nevada has authority to issue 500,000,000 shares of common stock
having a par value of $.0001, 19,772,505 shares of which were
outstanding on the April 7, 2007 record date for determining
shareholders eligible to vote on the merger. Knight Nevada has
authority to issue 50,000,000 shares of preferred stock having a
par value of $.0001, no shares of which were outstanding on the
April 7, 2007 record date for determining shareholders eligible
to vote on the merger. Upon the merger becoming effective, (a)
each outstanding share of common stock of Knight Nevada shall
immediately be deemed to be one share of common stock of Knight
Maryland without an exchange of certificates, and (b) the 100
shares of common stock of Knight Maryland owned by Knight Nevada,
which shall then be owned by Knight Maryland by virtue of the
merger, shall be retired and resume the status of authorized and
unissued shares and any capital represented by the shares shall
be eliminated.
4. Articles Of Incorporation And Bylaws. The Articles Of
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Incorporation of Knight Maryland in effect on the date of the
merger shall be the Articles Of Incorporation of the surviving
corporation until further amended in accordance with the Maryland
Code. The Bylaws of Knight Maryland in effect on the date of the
merger shall be the Bylaws of the surviving corporation until
amended in accordance with the Maryland Code.
5. Directors. The directors of Knight Maryland at the
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time of the merger shall be the directors of the surviving
corporation until their successors are elected and qualified.
6. Effect Of Merger. Upon the merger becoming effective,
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Knight Nevada shall merge with and into Knight Maryland, which
shall be the surviving corporation, and Knight Nevada shall cease
to exist. Knight Maryland shall possess all the rights,
privileges, powers and franchisees of a public as well as of a
private nature, and shall be subject to all the restrictions,
disabilities and duties of each Constituent Corporation, and all
the rights, privileges, powers and franchises of each Constituent
Corporation and all property, real, personal and mixed, and all
debts due to either of the Constituent Corporations on whatever
account, for stock subscriptions as well as all other things in
action or belonging to each Constituent Corporation shall be
vested in Knight Maryland; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter the property of Knight Maryland as effectually as they
were of the Constituent Corporations, and the title to any real
estate vested by deed or otherwise, in either of the Constituent
Corporations, shall not revert or be in any way impaired; and all
rights of creditors and all liens upon any property of either of
the Constituent Corporations shall be preserved unimpaired, and
all debts, liabilities and duties of the respective Constituent
Corporations shall attach to Knight Maryland and may be enforced
against it to the same extent as if the debts, liabilities and
duties had been incurred or contracted by it.
7. Obligations Of The Constituent Corporations. Each of
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the Constituent Corporations shall take or cause to be taken all
actions and do or cause to be done all things necessary, proper
or advisable under the laws of the states of Nevada and Maryland
to consummate and effect the merger.
8. Approval By Holder Of Common Stock. This agreement has
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been approved by the stockholders of Knight Nevada and the sole
stockholder of Knight Maryland in the manner provided by the laws
of the respective jurisdictions under which they were organized
and exist.
9. Termination; Amendment. This agreement may be
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abandoned by either Knight Maryland or Knight Nevada by
appropriate resolution of the Board Of Directors of either
Constituent Corporation at any time prior to the merger becoming
effective and may be amended in matters of form or supplemented
by additional agreements, articles or certificates, as may be
determined in the judgment of the Boards of Directors of the
Constituent Corporations to be necessary, desirable, or expedient
to clarify the intentions of the Constituent Corporation or to
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effect or facilitate the filing, recording or official approval
of this Agreement And Plan Of Merger in accordance with its
purpose and intent.
10. Incorporation Documents. The Articles Of Incorporation
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of Knight Nevada and the Articles Of Incorporation of Knight
Maryland are attached hereto as Exhibits C and D, respectively,
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and incorporated and made a part of this Agreement And Plan Of
Merger.
IN WITNESS WHEREOF this Agreement And Plan Of Merger has
been executed and attested to by the persons indicated below to
be effective on April 25, 2007.
KNIGHT ENERGY CORP., a Maryland
Corporation
Date: 4/25/07 By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
ATTEST:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Secretary
KNIGHT ENERGY CORP., a Nevada Corporation
Date: 4/25/07 By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
ATTEST:
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Secretary
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