AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER dated as of February 11, 2009, between HELIX
WIND, INC. , a Nevada corporation (the “ Surviving
Entity” ), and HELIX WIND ACQUISITION CORP. , a
Nevada corporation (the “ Merged Entity”
).
RECITALS
A. The
Surviving Entity and the Merged Entity are each sometimes referred
to hereinafter as a “ Constituent Entity” and
collectively as the “ Constituent Entities”
.
B. Each
of the Constituent Entities deems it advisable and generally in the
best interest of such Entity, and the shareholders thereof, that
the Merged Entity be merged with and into the Surviving Entity on
the terms and conditions and with the effect set forth in this
Agreement and pursuant to the provisions of Nevada Revised Statutes
Chapter 92A ( “Merger” ).
C. The
name, address and jurisdiction of organization and governing law of
each Constituent Entity to the Merger is:
(a)
Surviving Entity . Helix Wind, Inc., a Nevada
corporation, 1848 Commercial Street, San Diego, California 92113,
organized and governed by the laws of the State of Nevada;
and
(b)
Merged Entity . Helix Wind Acquisition Corp., a
Nevada corporation, 415 Madison Avenue, New York, New York 10017,
organized and governed by the laws of the State of
Nevada.
AGREEMENT
In
consideration of the mutual promises set forth herein, and subject
to the terms and conditions hereof, the parties hereto agree as
follows:
Section
1. Merger .
(a)
Effective Date of Merger . The Merger shall become effective
on or after the filing by the Surviving Entity of Articles of
Merger with the Secretary of State of the State of Nevada (the
“ Effective Date” ).
(b)
Effect of Merger . As of the Effective
Date:
(i)
Merged Entity . The Merged Entity shall be merged
with and into the Surviving Entity and the separate existence of
the Merged Entity shall cease.
(ii)
Surviving Entity . Except as specifically set
forth in this Agreement, the existence of the Surviving Entity,
with all its purposes, powers and objects, shall continue
unaffected and unimpaired by the Merger. The Surviving
Entity shall continue under the name “Helix Wind, Inc.”
as a Nevada corporation organized pursuant to and in accordance
with the Nevada Revised Statutes Chapters 78 (Private Corporations)
and 92A (Mergers, C
