Exhibit 2.1
AGREEMENT AND PLAN OF
MERGER
This
Agreement and Plan of Merger (this “Agreement”) is made
and entered into as of the 8 th day of
November 2007, by and between Newsearch, Inc., a Colorado
corporation doing business as Global Clean Energy, Inc. (“GCE
Colorado”), and Global Clean Energy, Inc., a Maryland
corporation (“GCE Maryland”). Each of GCE Colorado and
GCE Maryland is sometimes referred to individually as a
“Constituent Corporation”, and they are sometimes
referred to jointly as the “Constituent
Corporations”.
RECITALS
WHEREAS,
GCE Maryland was formed under the laws of the State of Maryland on
November 8, 2007, and GCE Colorado was formed under the laws
of the State of Colorado December 3, 1999.
WHEREAS,
the merger transaction is intended to qualify as a reorganization
under Section 368(a)(1)(F) of the Internal Revenue Code (the
“Code”) and it is intended that this Agreement
constitutes a plan of reorganization under Section 368 of the
Code.
WHEREAS,
the reorganization of GCE Colorado is to be effected by merging GCE
Colorado with and into GCE Maryland and causing the stockholders of
GCE Colorado to become the stockholders of GCE Maryland, with each
outstanding share of common stock of GCE Colorado being deemed
simultaneously at the time of the merger to be one share of common
stock of GCE Maryland.
WHEREAS,
the General Corporation Law of the State of Maryland (the
“Maryland Act”) and the Colorado Business Corporation
Act (the “Colorado Act”) permit the reorganization of
GCE Colorado into GCE Maryland provided that GCE Colorado and GCE
Maryland each comply with the applicable provisions of the Maryland
Act and the Colorado Act.
WHEREAS,
the Board of Directors of GCE Maryland has determined it is
desirable and in the best interests of GCE Maryland to effect this
Agreement whereby the stockholders of GCE Colorado shall receive
shares of common stock in GCE Maryland in exchange for their shares
of common stock in GCE Colorado.
WHEREAS,
the Board of Directors and stockholders of GCE Colorado have
determined it is desirable and in the best interests of GCE
Colorado and its stockholders to effect this Agreement whereby the
stockholders of GCE Colorado shall receive shares of common stock
in GCE Maryland in exchange for their shares of common stock in GCE
Colorado.
AGREEMENT
NOW,
THEREFORE, in order to consummate this transaction set forth above
and in consideration of the mutual promises herein made and the
mutual benefits to be derived from this agreement, GCE Colorado and
GCE Maryland do hereby agree as follows:
1
1.
Name of Constituent Corporations and Surviving Corporation .
The names of the corporations proposing to merge are Global Clean
Energy, Inc., a Maryland corporation, and Newsearch, Inc., a
Colorado corporation doing business as Global Clean Energy, Inc.,
and the surviving corporation is Global Clean Energy, Inc., a
Maryland corporation.
2.
Terms and Conditions of the Merger . GCE Colorado shall
merge with and into GCE Maryland effective as of the date of the
filing of the Maryland Articles of Merger and the Colorado Articles
of Merger in the forms attached to and made a part of this
Agreement as Exhibit A , with the Maryland State
Department of Assessments and Taxation in accordance with the
Maryland Act and with the Colorado Secretary of State in
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