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Exhibit A
AGREEMENT AND PLAN OF
MERGER approved on August 23, 2007 by TWL Corporation, a
business corporation organized under the laws of the State of
Utah (“TWL – UT”), and by its Board of
Directors on said date, and approved on November 6, 2007 by
TWL Corporation, a business corporation organized under the
laws of the State of Nevada (“TWL – NV”),
and by its Board of Directors on said date.
1. TWL – UT and TWL
- NV shall, pursuant to the provisions of Utah Law and the
provisions of the laws of the jurisdiction of organization of
TWL - NV, be merged with and into a single corporation, to
wit TWL - NV, which shall be the surviving corporation upon
the effective date of the merger and which is sometimes
hereinafter referred to as the "surviving corporation", and
which shall continue to exist as said surviving corporation
under its present name pursuant to the provisions of the laws
of the jurisdiction of its organization. The
separate existence of TWL - UT, which is sometimes
hereinafter referred to as the "terminating corporation",
shall cease upon the effective date of the merger in
accordance with the provisions of the Utah Corporate
Code.
2. The
certificate of incorporation of the surviving corporation
upon the effective date of the merger in the jurisdiction of
its organization shall be the certificate of incorporation of
said surviving corporation; 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 jurisdiction of organization of
the surviving corporation.
3. The by-laws
of the surviving corporation upon the effective date of the
merger in the jurisdiction of its organization will be the
by-laws of said surviving corporation and will 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 jurisdiction of its
organization.
4. The
directors and officers in office of the surviving corporation
upon the effective date of the merger in
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