EXHIBIT
2.4
AGREEMENT AND PLAN OF
MERGER
by and
between
INUVO,
INC.,
a Nevada
corporation
and
KOWABUNGA!
INC.,
a Nevada
corporation
AGREEMENT AND PLAN
OF MERGER ,
dated as of June 5, 2009, between Inuvo, Inc., a Nevada
corporation (“Inuvo Subsidiary”), and Kowabunga! Inc.,
a Nevada corporation (the “Parent”), such corporations
being sometimes referred to herein together as the
“Corporations.”
W I T N E S S E T
H:
WHEREAS
, the Inuvo Subsidiary
was incorporated under the laws of the State of Nevada on
June 3, 2009 and the authorized capital stock of the Inuvo
Subsidiary consists of 100 shares of common stock, par value $0.001
per share (“Inuvo Subsidiary Common Stock”), all of
which such shares were issued and outstanding on the date hereof
and owned by the Parent;
WHEREAS
, pursuant to the
provisions of Nevada Revised Statutes (“NRS”) 92A.180,
the Inuvo Subsidiary shall merge with and into the Parent (the
“Merger”), with the Parent to be the surviving
corporation of the Merger and to continue its existence under the
NRS;
WHEREAS
, the respective Boards
of Directors of the Corporations, and the Parent as the sole
stockholder of the Inuvo Subsidiary, by resolutions duly adopted,
have approved this Agreement, and have directed that it be
submitted to the respective stockholders of the Corporations for
approval and adoption; and
WHEREAS
, pursuant to the
provisions of NRS 92A.180, no consent of the Parent’s
stockholders is necessary to conclude the Merger.
NOW,
THEREFORE ,
in consideration of the premises and of the mutual agreements set
forth herein, the Corporations hereby agree as follows:
ARTICLE
ONE
MERGER
1.1.
On the Effective Date
(as defined in Section 1.6), and in accordance with the
provisions of the NRS, the Inuvo Subsidiary shall be merged with
and into the Parent which shall be the surviving corporation (the
“Surviving Corporation”) of the Merger. Pursuant to the
provisions of NRS 92A.180 (5) the name of the Parent shall be
changed to “Inuvo, Inc.” on and after the Effective
Date.
1.2.
On the Effective Date,
the separate existence of Inuvo Subsidiary shall cease, the Inuvo
Subsidiary and Parent shall be a single corporation; and the
Surviving Corporation shall possess all the rights, privileges,
powers and franchises, as well of a public as of a private nature,
and shall be subject to all the restrictions, disabilities and
duties of each of the Corporations; and all and singular, the
rights, privileges, powers and franchises of each of the
Corporations, and all property, real, personal and mixed, and all
debts due to either of the Corporations on whatever account, as
well for stock subscriptions as all other things in action or
belonging to or due to each of the Corporations, shall be taken and
deemed to be transferred to and vested in the Surviving Corporation
without further act or deed; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter as effectually the
property of the
Surviving Corporation as they were of the Corporations, and title
to any real estate or interest therein, vested by deed or otherwise
in either of the Corporations, shall not revert or be in any way
impaired by reason of the Merger, but all rights of creditors and
any liens upon the property of either of the Corporations shall be
preserved unimpaired; and all debts, liabilities and duties of each
of the Corporations shal
