PLAN OF MERGER OF
MILLER SERVICES, INC. AND
ENERGY CELL, INC.
INTO
MILLER PETROLEUM, INC.
The undersigned corporations, in accordance with Section 48-902 of the
Tennessee General Corporation Act, hereby adopt the following Plan of Merger
ARTICLE 1. The parties hereto agree to effect this Merger.
ARTICLE 2. The corporation to survive the Merger is Miller Petroleum,
Inc., a Tennessee corporation, which shall continue under the
same name.
ARTICLE 3. The parties to this Plan of Merger are Miller Services, Inc.
(hereafter "Services") and Energy Cell, Inc. (hereinafter
"Cell") and Miller Petroleum, Inc. (hereafter *Petroleum"),
all incorporated in the State of Tennessee.
ARTICLE 4. No amendment to the charter of the surviving corporation is
to be effected as part of the Merger.
ARTICLE 5. The total number of shares of stock of all classes which the
parties hereto have authority to issue is as follows:
No. Shares
No. Shares Issued & Out
Corporation Class of Stock Authorized Standing
Petroleum Common (without par value) 2,000 725
Cell Common (without par value) 1,000 100
Services Common (without par value) 1,000 100
ARTICLE 6. The manner and treatment of the issued stock of Cell is as
follows: Petroleum, the sole shareholder of Cell, will
surrender the certificates representing all the shares of
Cell. All shares of Cell shall be canceled. Shares of
Petroleum Common Stock (without par value) outstanding at the
date of this Merger shall not be converted or exchanged but
shall remain outstanding, as shares of Common Stock (without
par value) of the surviving corporation.
ARTICLE 7. The manner and basis of exchanging and converting the issued
stock of Services is as follows: one share of issued and
outstanding Common Stock (without par value) of Services
shall be converted into 4.31 shares of Common Stock of
(without par value) of Petroleum. Upon the surrender of
certificates representing shares of Services stock by holders
thereof; certificates for a proportionate number of Petroleum
shall be issued in exchange by Petroleum. Shares of Petroleum
Common Stock (without par value) outstanding at the date of
this Merger shall not be converted or exchanged but shalt
remain outstanding as shares of Common Stock (without par
value) of the surviving corporation.
ARTICLE 8. The principal offices of Petroleum, Services and Cell are
located in Huntsville, Tennessee. Neither party to the Merger
owns property the title to which could be affected by the
recording of an instrument among the land records.
ARTICLE 9. This Plan of Merger was duly adopted and approved by the
Stockholders of Petroleum, Services and Cell, respectively,
in each case by Written Consent of all Stockholders in lieu
of a Special Meeting, dated September 10, 1996, in the manner
and by the vote required by the laws of the State of
Tennessee.
ARTICLE 10. The Plan cf Merger is as follows:
10.1 The Articles of Incorporation of Petroleum, as in effect on the
effective date of their merger, shall continue in full force and
effect as the Articles of Incorporation of Petroleum and shall not
be changed or amended by the Merger.
10.2 Petroleum reserves the right and power, after the effective date of
the Merger, to alter, amend, change, or repeal any of the
provisions contained in its Articles of Incorporation in the manner
now or hereafter prescribed by statute, and all rights conferred on
officers, directors or stockholders herein are subject to this
reservation.
10.3 The By-Laws of Petroleum, as such By-Laws exist on the effective
date of the Merger, shall remain and be the By-Laws of Drilling
until altered, amended or repealed, or until new By-Laws shall be
adopted in accordance with the provisions thereof, the Articles of
Incorporation, or in the manner permitted by the applicable
provisions of law.
10.4 The sole Director of Petroleum as of the effective date of the
Merger shall continue in office until the next Annual Meeting of the
Stockholders of Petroleum. The number of Directors of Petroleum
shall continue to be one and shall be the following person: Deloy
Miller.
The following officers of Petroleum immediately prior to the
effective date of the Merger shall continue in office after the
effective date of the Merger and until the next Annual Meeting of
the Board of Directors of Petroleum.
Deloy Miller - President
Lawrence LaRue - Secretary and Treasurer
10.5 All the shares of issued and outstanding Common Stock (without
par value) of Cell shall be canceled by Petroleum (the sole
shareholder). Shares of Petroleum Common Stock (without par
value) outstanding at the date of this Merger shall not be
converted or exchanged but shall remain outstanding as shares of
Common Stock (without par value) of the surviving.
10.6 On the effective date of the Merger, the separate existence Of Cell
shall cease (except to the extent continued by statute), and all of
its property, rights, privileges, and franchises, of whatsoever
nature and description, shall be transferred to, vest in, and
devolved upon the surviving corporation, without further act or
deed. Confirmatory deeds, assignments or other like
instruments, when deemed desirable by Petroleum to evidence
such transfer, vesting or devolution of any property, right,
privilege or franchise, shall at any time, or from time to time, be
made and delivered in the name of Cell by the last acting officers
surviving corporation.
10.7 One share of issued and outstanding Common Stock (without par
value) of Services shall be converted into 4.31 shares of
Common Stock (without par value) of Petroleum. Upon the
surrender of certificates representing shares of Services stock by
holders thereof, certificates for a proportionate number of
Petroleum shares shall be issued in exchange by Petroleum.
Shares of Petroleum Common Stock (without par value)
outstanding at the date of this Merger shall not be converted or
exchanged but shall remain outstanding as shares of Common
Stock (without par value) of the surviving corporation.
10.8 On the effective date of the Merger, the separate existence of
Services shall cease (except to the extent continued by statute),
and all of its property, rights, privileges, and franchises, of
whatsoever nature and description, shall be transferred to, vest
in, and devolve upon the surviving corporation, without further
act or deed. Confirmatory deeds, assignments or other like
instruments, when deemed desirable by Drilling to evidence such
transfer, vesting or devolution of any property, right, privilege or
franchise, shall at any time, or from time to time, be made and
delivered in the name of Services by the last acting officers of
the surviving corporation.
10.9 The effective date of the merger shall be at 12:01 a.m., May 1,
1996.
MILLER PETROLEUM, INC.
/s/Deloy Miller
President
MILLER SERVICES, INC.
/s/Deloy Miller
President
ENERGY CELL, INC.
/s/Deloy Miller
President
