Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of December 4, 2006 (the "PLAN OF
MERGER"), between Enthrust Financial Services, Inc. (the
"SURVIVING
CORPORATION"), a corporation organized under the laws of the State
of Delaware
and Entrust Financial Services, Inc. (the "NON-SURVIVOR"), a
corporation
organized under the laws of the State of Colorado. The Surviving
Corporation and
the Non-Survivor are collectively referred to herein as the
"CORPORATIONS."
WHEREAS, the Surviving Corporation is a corporation duly
organized
and existing under the laws of the State of Delaware, having been
formed in
December 2006, pursuant to a Certificate of Incorporation filed
with the State
of Delaware;
WHEREAS, the Non-Survivor is a corporation duly organized and
existing under the laws of the State of Colorado, having been
formed on November
8, 1996, pursuant to Articles of Incorporation filed with the State
of Colorado;
and
WHEREAS, the Board of Directors of each of the Corporations has
determined that it is in the best interests of the Corporations to
merge into a
single corporation (the "MERGER") and that the Surviving
Corporation be the
surviving corporation to the Merger on the terms and conditions set
forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements, representations and warranties contained herein, it is
agreed that:
1. Upon
the Effective Time of the Merger (as defined in Section 12
below),
the
Non-Survivor shall, pursuant to the applicable provisions of
the
Colorado
Business Corporation Act (the "CBCA"), be merged with and into
the
Surviving Corporation, which shall (a) be the surviving
corporation
upon the
Effective Time of the Merger and (b) continue to exist as said
surviving
corporation under the name "Enthrust Financial Services, Inc.",
pursuant
to the applicable provisions of the General Corporation Law of
the State
of Delaware (the "DGCL"). The separate existence of the
Non-Survivor shall cease upon the Effective Time of the Merger
in
accordance
with the applicable provisions of the CBCA.
2. The
Certificate of Incorporation of the Surviving Corporation upon
the
Effective
Time of the Merger shall be the Certificate of Incorporation of
the
Surviving Corporation following the Merger, and said Certificate
of
Incorporation shall continue in full force and effect until amended
and
changed in
the manner prescribed by the provisions of the laws of the
State of
Delaware.
3. The
Bylaws of the Surviving Corporation upon the Effective Time of
the
Merger
shall be the Bylaws of the Surviving Corporation following the
Merger,
and said Bylaws shall continue in full force and effect until
changed,
altered, or amended as therein provided and in the manner
prescribed
by the provisions of the laws of the State of Delaware.
4. The
directors and officers of the Surviving Corporation upon the
Effective
Time of
the Merger shall be the directors and officers of the Surviving
Corporation following the Merger, all of whom shall hold their
directorships and offices until the election and qualification of
their
respective
successors or until their tenure is otherwise terminated in
accordance
with the Bylaws of the Surviving Corporation.
5. At the
Effective Time of the Merger, the separate existence of the
Non-Survivor shall cease, and
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the
Surviving Corporation shall continue in existence and, without
transfer,
shall succeed to and possess all of the properties, rights,
privileges, immunities, powers, purposes and franchises, of a
public and
private
nature, and shall be subject to all of the obligations,
restrictions, disabilities and duties, of the Non-Survivor, all
without
further
act or deed, as provided in the applicable statu
