AGREEMENT AND PLAN OF MERGER BY AND AMONG BAYHILL CAPITAL CORPORATION PEC MERGER SUB, INC. AND PROTEUS ENE RGY CORPORATION August 8, 2011Agreement and Plan of Merger • August 9th, 2011 • Bayhill Capital Corp • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 8, 2011, by and among BayHill Capital Corporation, a Delaware corporation (“Parent”), PEC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Proteus Energy Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is referred to herein individually as a “Party,” or collectively as the “Parties.” Unless otherwise defined herein, capitalized terms shall have the respective meanings assigned to such terms in Section 9
