ARTICLES OF MERGER OF DOMESTIC AND FOREIGN CORPORATIONS
To:
Department of Consumer and Regulatory Affairs
Business Regulation Administration
Corporations Division
Washington, D.C. 20001
Pursuant to the provisions of Title 29, Chapter 3 of the Code of Law of the
District of Columbia, the undersigned domestic and foreign corporations adopt
the following Articles of Merger for the purpose of merging them into one of
such corporations:
FIRST: The names of the undersigned corporations and the states under the laws
of which they
are respectively organized are:
Name State of Organization
---- ---------------------
HBOA.COM, Inc. District of Columbia
Ingenu Incorporated Florida
SECOND: The laws of the state of Florida under which such foreign corporation
(Ingenu Incorporated) is organized permit such merger.
THIRD: The name of the surviving corporation is INGENU INCORPORATED and it is to
be governed by the laws of Florida.
FOURTH: The Plan of Merger between HBOA.COM, INC. and INGENU INCORPORATED is
set forth as follows:
This is a Plan and Agreement of Merger ("Agreement") between HBOA.COM,
Inc., a District of Columbia corporation (the "Disappearing Corp." or
"HBOA-DC"), and Ingenu Incorporated, a Florida corporation (the "Surviving
Corp." or "Ingenu-FL"), (collectively the "Constituent Corporations"). A Plan of
Merger ("Plan") in accordance with (1) the provisions of Title 29, Chapter 3 of
the Code of Law and the District of Columbia (the "District of Columbia Business
Corporation Act"), and (2) Section 607.1101 of the Florida Business Corporation
Act and (3) Section 368(a)(1)(A) of the Internal Revenue Code, as amended, by
reason of Section 368(a)(2)(E) is adopted as follows:
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1. Merger. HBOA-DC shall be merged with and into Ingenu-FL, to exist
and be governed by the laws of the State of Florida. The name of the Surviving
Corporation shall be Ingenu Incorporated, a Florida corporation.
2. Articles of Incorporation, Bylaws, Officers and Directors. The
Articles of Incorporation and Bylaws of Surviving Corp., as in effect
immediately before the Effective Date of the Merger (the "Effective Date")
shall, without any changes, be the Articles of Incorporation of the Surviving
Corp. from and after the Effective Date until further amended as permitted by
law. The persons serving as officers and directors of the Surviving Corp.,
before the Effective Date of the Merger, shall continue to serve as the officers
and directors of the Surviving Corp. after the Effective Date of the Merger.
3. Conversion of Stock. The shareholders of the Disappearing Corp. will
surrender all of their shares in the manner hereinafter set forth. In exchange
for the shares of Disappearing Corp. surrendered by its shareholders, the
Surviving Corp. will issue and transfer to these shareholders, shares of common
stock of Mizar Energy Company, a Colorado corporation ( "Mizar"), the parent
corporation of the Surviving Corp., on the following basis: upon the Effective
Date, each share of common stock of the Disappearing Corporation that shall be
issued and outstanding at that Effective Date shall by virtue of the Merger and
without any action on the part of the holder be converted into and exchanged
into 8,569,300 shares of common stock of Mizar in accordance with this Plan. The
8,569,300 shares of common stock of the Disappearing Corp., issued and
outstanding immediately prior to the Effective Date, shall by virtue of the
Merger and without any action on the part of any holder thereof, be converted
into the right to receive 8,569,300 newly issued, fully paid, and non-assessable
shares of common stock of Mizar, issuable ratably to the holders thereof. Each
share of Mizar's stock that is issued and outstanding on the Effective Date
shall continue as outstanding shares of Mizar's stock.
4. Satisfaction of Rights of Disappearing Corp. Shareholders. All
shares of Surviving Corp.'s stock into which shares of Disappearing Corp.'s
stock shall have been converted and become exchangeable for under this Plan
shall be deemed to have been paid in full satisfaction of such converted shares.
5. Fractional Shares. Fractional shares of Mizar's stock will not be
issued. Any fractional share interest will result in the adjustment of the
number of shares upward or downward to the nearest whole share.
6. Effect of Merger. On the Effective Date, the separate corporate
existence of Disappearing Corp. shall cease, and Surviving Corp. shall be fully
vested in and shall succeed, without other transfer, to all the rights,
privileges, immunities, powers, franchises and property of Disappearing Corp.
and shall be subject to all the debts restrictions, liabilities, disabilities,
and duties of the Disappearing Corp. in the same manner as if the Surviving
Corp. had itself incurred them. The Surviving Corp. will carry on business with
the assets of Disappearing Corp., as well as with the assets of Surviving Corp.
All rights of creditors and all liens on the property
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of each constituent corporation shall be preserved unimpaired, limited in lien
to the property affected by the liens immediately prior to the merger.
7. Supplemental Action. If at any time after the Effective Date
Surviving Corp. shall determine that any further conveyances, agreements,
documents, instruments, and assurances or any further action is necessary or
desirable to carry out the provisions of this Plan, the appropriate officers of
Surviving Corp. or Disappearing Corp., as the case may be, whether past or
remaining in office, shall execute and deliver, on the request of Surviving
Corp., any and all proper conveyances, agreements, documents, instruments, and
assurances and perform all necessary or proper acts, to vest, perfect, confirm,
or record such title thereto in Surviving Corp., or to otherwise carry out the
provisions of this Plan.
8. Filing with the District of Columbia and Florida Secretary of State
and Effective Date. At the Closing, the Disappearing Corp. and Surviving Corp.
shall cause their respective Chief Executive Officers to execute and file (1)
these Articles of Merger with the Department of Consumer and Regulatory Affairs,
Business Regulation Administration, Corporations Division for the District of
Columbia and (2) Articles of Merger with the Florida Secretary of State (the
"Florida Articles of Merger"), in the form attached to this Agreement and upon
such execution this Plan shall be deemed incorporated by reference into the
Florida Articles of Merger as if fully set forth in such Florida Articles of
Merger and shall become an exhibit to such Florida Articles of Merger. The
Disappearing Corp. shall file this Plan in Articles of Merger with the Mayor of
the District of Columbia. After the Mayor of the District of Columbia issues a
certificate of Merger, the Surviving Corporation shall file the Florida Articles
of Merger with the Florida Secretary of State. In accordance with s. 607.1105 of
the Act, the Florida Articles of Merger shall specify the "Effective Date,"
which shall be the filing date of the Florida Articles of Merger with the
Secretary of State of Florida.
9. Amendment and Waiver. Any of the terms or conditions of this Plan
may be waived at any time by the one of the Constituent Corporations which is,
or the shareholders of which are, entitled to the benefit thereof by action
taken by the Board of Directors of such party, or may be amended or modified in
whole or in part at any time before the vote of the shareholders of the
Constituent Corporations by an agreement in writing executed in the same manner
(but not necessarily by the same persons), or at any time thereafter as long as
such change is in accordance with Section 607.1103 of the Florida Act and the
District of Columbia Business Corporation Act.
10. Termination. At any time before the Effective Date (whether before
or after filing of Articles of Merger), this Plan may be terminated and the
Merger abandoned by mutual consent of the Boards of Directors of both
Constituent Corporations, notwithstanding favorable action by the shareholders
of the respective Constituent Corporations.
FIFTH: The Plan of Merger dated May 24, 2000, ("Plan of Merger) setting forth
the terms and conditions of the merger of HBOA-DC with and into Ingenu-FL was
approved and adopted by a
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majority of the shareholders of HBOA- DC by written consent effective as of May
24, 2000, and all of the directors of HBOA- DC by unanimous written consent
effective as of May 24, 2000. The directors and shareholders approved the merger
in accordance with the laws of the District of Columbia and the Articles of
Incorporation and Bylaws of HBOA-DC.
The Plan of Merger setting forth the terms and conditions of the merger
of HBOA-DC with and into Ingenu-FL was approved and adopted by a majority of the
shareholders of Ingenu-FL at a special meeting held on May 24, 2000 and all of
the directors of Ingenu-FL by unanimous written consent on May 24, 2000. The
directors and shareholders approved the merger in accordance with the laws of
Florida and the Articles of Incorporation and Bylaws of Ingenu-FL.
SIXTH: Ingenu-FL hereby: (a) agrees that is may be served with process in the
state of Florida, city of Ft. Lauderdale, 2400 E. Commercial Boulevard, Suite
221, Ft. Lauderdale, Florida 33308 in any proceeding for the enforcement of any
obligation of HBOA-DC, the undersigned domestic corporation, and in any
proceeding for the enforcement of the rights of a dissenting shareholder of such
domestic corporation against Ingenu-FL, the surviving corporation; (b)
irrevocably appoints the Corporations Division for the District of Columbia as
its agent to accept service of process in any such proceeding; and (c) agrees
that it will promptly pay to the dissenting shareholders of HBOA, Inc., such
domestic corporation the amount, if any, to which they shall be entitled under
the provisions of the Code of Laws of the District of Columbia, with respect to
the rights of dissenting shareholders.
Date: May 26, 2000
HBOA.COM, INC., a District of Columbia
corporation
/S/Gary Verdier
-------------------------
Gary Verdier
Chief Executive Officer and Chairman
(Corporate Seal)
INGENU INCORPORATED, a Florida
corporation
/s/ Melinda Carlisle
--------------------------
Melinda Carlisle
Chief Executive Officer and Chairman
(Corporate Seal)
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