AGREEMENT AND PLAN OF
MERGER
between
HOUSE FLY RENTALS, INC.
and
OCTAVIAN GLOBAL TECHNOLOGIES,
INC.
Dated as of October 30,
2008
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND
PLAN OF MERGER, dated as of October 30, 2008, between House Fly
Rentals, Inc., a Nevada corporation ("Parent"), and Octavian Global
Technologies, Inc., a Nevada corporation and a direct wholly-owned
subsidiary of Parent ("Sub"). Parent and Sub are hereinafter
collectively referred to as the "Constituent
Corporations."
WITNESSETH:
WHEREAS, the
board of directors of Parent has determined that it is advisable
and in the best interests of the respective companies and
shareholders to enter into a business combination by means of the
merger of Sub with and into Parent (the "Merger") and has approved
and adopted this Agreement and Plan of Merger (the
"Agreement");
NOW, THEREFORE,
in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1. Merger
and Effective Time . Effective upon the filing of the Articles
of Merger, entered into concurrently herewith, with the Secretary
of State of the State of Nevada (the "Effective Time"), Sub shall
be merged with and into Parent (the "Merger") and Parent shall be
the surviving corporation of the Merger (the "Surviving
Corporation").
2. Effect
of Merger . At the Effective Time, the Sub shall merge with and
into the Parent and the separate existence of the Sub shall cease.
The effect of the Merger shall be pursuant to the provisions of
Nevada Revised Statues 92A.180. Without limiting the generality of
the foregoing, all rights, powers, privileges, obligations and
duties of Sub shall become the rights, powers, privileges,
obligations and duties of the Surviving Corporation.
3. Name of
Surviving Corporation . The name of the Surviving Corporation
shall be "Octavian Global Technologies, Inc."
4.
Governing Documents . The Certificate of Incorporation of
Parent, as amended to the extent provided in the Certificate of
Merger, and the Bylaws of Parent, as in effect at the Effective
Time, shall continue in full force and effect as the Certificate of
Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed pursuant to the provisions of Article 78 of
the Nevada Revised Statutes.
5.
Directors and Officers . At the Effective Time, the
directors and the officers of the Surviving Corporation shall be
the incumbent directors and officers of
