Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 5, 2006 (the
"Agreement"), between GlobalOptions Group, Inc., a Nevada
corporation (the
"Corporation") and GlobalOptions Group, Inc., a Delaware
corporation (the
"Subsidiary").
WITNESSETH:
WHEREAS, the Subsidiary desires to acquire all the assets, and to
assume
all of the liabilities and obligations, of the Corporation by means
of a merger
of the Corporation with and into the Subsidiary, with the
Subsidiary being the
surviving entity (the "Merger");
WHEREAS, the Subsidiary is a wholly-owned subsidiary of the
Corporation;
WHEREAS, Section 92A.200 of the Nevada Revised Statutes ("Nevada
Law") and
Section 253(c) of the Delaware General Corporation Law (the
"DGCL"), authorize
the merger of a Nevada corporation into a Delaware corporation;
WHEREAS, the Subsidiary shall be the surviving entity (the
"Surviving
Corporation") and continue its existence as a Delaware corporation;
and
WHEREAS, the stockholders and Board of Directors of the Corporation
and
the Subsidiary have approved this Agreement and the consummation of
the Merger.
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.01.
THE MERGER.
(a) At the Effective Time (as defined below), the Corporation shall
be
merged with and into the Subsidiary, the separate existence of the
Corporation
shall cease and the Surviving Corporation shall be the surviving
entity and
continue its existence as a Delaware corporation.
(b) The Merger shall become effective on the date that a
Certificate of
Ownership and Merger with respect to the Merger, substantially in
the form
attached hereto as EXHIBIT 1, is accepted for filing by the Office
of the
Secretary of State of Delaware and Articles of Merger with respect
to the
Merger, substantially in the form attached hereto as EXHIBIT 2, is
accepted for
filing by the Office of the Secretary of the State of Nevada (the
"Effective
Time") and all other filings or recordings required by Nevada Law
and the DGCL
in connection with the Merger are made.
SECTION 1.02.
MERGER CONSIDERATION.
(a) COMMON AND PREFERRED STOCK. At the Effective Time, by virtue of
the
Merger, (i) each share of common stock, par value $0.001 per share
of the
Corporation ("Corporation Common Stock") which shall be issued and
outstanding
immediately prior to the Effective Time shall be converted into one
(1) issued
and outstanding shares of common stock, par value $0.001 per share
of the
Surviving Corporation ("Surviving Corporation Common Stock"), (ii)
each share of
Series A Convertible Preferred Stock, par value $0.001 per share of
the
Corporation ("Corporation Series A Convertible Preferred Stock")
which shall be
issued and outstanding immediately prior to the Effective Time
shall be
converted into one (1) issued and outstanding shares of Series A
Convertible
Preferred Stock, par value $0.001 per share of the Surviving
Corporation
("Surviving Corporation Series A Preferred Stock") and (iii) each
share of
Series B Convertible Preferred Stock, par value $0.001 per share of
the
Corporation ("Corporation Series B Convertible Preferred Stock" and
with the
Corporation Series A Convertible Preferred Stock and the
Corporation Common
Stock, the "Parent Shares") which shall be issued and outstanding
immediately
prior to the Effective Time shall be converted into one (1) issued
and
outstanding shares of Series B Convertible Preferred Stock, par
value $0.001 per
shares of the Surviving Corporation ("Surviving Corporation Series
B Preferred
Stock").
(b) WARRANTS AND OPTIONS At the Effective Time, by virtue of the
Merger,
the right to acquire any shares of Corporation Common Stock under
any
outstanding warrant or option of the Corporation shall be converted
into the
right to receive such same number of shares of Surviving
Corporation Common
Stock specified in such warrant or option at the exercise price per
share stated
in such warrant or option of the Corporation. At the Effective
Time, by virtue
of the Merger, obligations to issue such shares of Corporation
Common Stock upon
satisfaction of any and all conditions or agreements affecting such
issuance by
the holder thereof or the Corporation (including, without
limitation, any
vesting conditions or other restrictions and the obligation to
register such
shares under the Securities Act of 1933, as amended, if any) shall
expressly be
assumed by the Surviving Corporation as its obligation.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.01. BY-LAWS; CERTIFICATE
