Plan and Agreement of Merger between Mizar Energy Company and HBOA Holdings, Inc.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This agreement documents the merger of Mizar Energy Company, a Colorado corporation, into HBOA Holdings, Inc., a Florida corporation. HBOA Holdings, Inc. will be the surviving entity. The merger was approved by the required shareholders of both companies. The principal office of the surviving corporation will be in Fort Lauderdale, Florida. The agreement is signed by the authorized officers of both companies and is effective as of November 10, 2000.

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EX-2.1 2 0002.txt PLAN AND AGREEMENT OF MERGER ARTICLES OF MERGER OF MIZAR ENERGY COMPANY, a Colorado Corporation INTO HBOA HOLDINGS, INC., a Florida Corporation ------------------------------------------ Pursuant to the provisions of the Colorado Business Corporation Act (the "Act"), the undersigned corporations adopt the following Articles of Merger: 1. A Plan of Merger has been duly adopted providing for the merger of Mizar Energy Company with and into HBOA Holdings, Inc. resulting in HBOA Holdings, Inc. being the survivor. The Plan of Merger is set forth herein as Exhibit "A". 2. Shareholder approval of the Plan of Merger was required. The number of votes cast for the plan by each voting group entitled to vote separately on the merger was sufficient for approval by that voting group. 3 The surviving corporation is organized under the laws of the state of Florida and the address of its principal office is c/o HBOA Holdings, Inc., 2400 E. Commercial Blvd., Suite 221, Ft. Lauderdale, FL 33308. IN WITNESS WHEREOF, the parties have set their hands this 10th day of November, 2000. ATTEST: MIZAR ENERGY COMPANY, a Colorado corporation By: /s/ Laura Holm By: /s/ Edward A. Saludes --------------------- -------------------------------------- Laura Holm Edward A. Saludes Chief Executive Officer and President ATTEST: HBOA HOLDINGS, INC. a Florida corporation By: /s/ William C. Shope By: /s/ Edward A. Saludes --------------------- -------------------------------------- William C. Shope Edward A. Saludes Chief Executive Officer and President