[EXHIBIT 2.1]
Agreement And Plan Of Merger Of
Knight Energy Corp.
(A Nevada Corporation)
And Knight Energy Corp.
(A Maryland Corporation)
This
Agreement And Plan Of
Merger is by and between Knight
Energy Corp.,
a Maryland corporation ("Knight
Maryland"), and
Knight Energy
Corp., a Nevada corporation ("Knight Nevada").
Knight Maryland
And Knight Nevada are sometimes referred to
individually as
a "Constituent Corporation", and they are
sometimes referred to jointly as the "Constituent
Corporations".
Recitals
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A.
Knight Maryland
was formed as a wholly owned subsidiary
of Knight Nevada pursuant to a proposal for the reorganization
of
Knight Nevada approved by the board of directors and
stockholders
of Knight Nevada.
B.
The
reorganization of
Knight Nevada is to be effected
by merging
Knight Nevada with and into Knight Maryland and
causing the
stockholders
of Knight Nevada to become the
stockholders of Knight Maryland, with each outstanding share of
common stock of Knight Nevada being deemed simultaneously at
the
time of the merger to be one share of common
stock of Knight
Maryland.
C.
The
General Corporation
Law of the State of
Maryland
(the "Maryland
Code") and the Nevada Revised Statutes (the
"Nevada Code") permit
the reorganization of Knight Nevada into
Knight Maryland
provided that Knight Nevada and Knight Maryland
each adopts
a plan of merger which sets forth
the terms and
conditions of
the proposed merger, the mode
of carrying the
merger into effect, the manner and basis of converting the
shares
of each
corporation
into shares or other securities or
obligations of
the surviving
corporation and other
applicable
provisions.
Agreement
---------
In
consideration
of the premises and the following
agreements, Knight Maryland and Knight Nevada agree as follows:
1.
Name
Of Constituent Corporations And Surviving
-----------------------------------------------------
Corporation. The
names of the corporations proposing to merge
-----------
are Knight
Energy Corp., a Maryland corporation, and Knight
Energy Corp.,
a Nevada corporation, and the name of the
corporation which
shall be the surviving corporation is Knight
Energy Corp., a Maryland corporation.
2.
Terms
And Conditions Of The Merger.
Knight
Nevada
------------------------------------
shall merge
with and into its wholly owned
subsidiary, Knight
Maryland, effective as of the date of the later to occur
of the
filing of Articles Of Merger, in the form attached to and made
a
part of this Agreement
as Exhibit A, with the Secretary of State
---------
of Nevada in
accordance with the Nevada Code and of the date of
filing Articles Of
Merger, in the form attached to and made a
part of this Agreement
as Exhibit B, with the Secretary of State
---------
of Maryland in accordance with the Maryland Code.
3.
Manner And Basis
Of Converting Shares.
Knight Maryland
-------------------------------------
has authority to issue
500,000,000 shares of common stock having
a par value of $.0001.
Knight Maryland has
100 shares of common
stock issued and
outstanding, all of which are owned by Knight
Nevada. Knight Maryland has authority to issue 50,000,000
shares
of preferred stock having par value $.0001. Knight Maryland does
<PAGE>
not have any preferred stock issued and outstanding. Knight
Nevada has authority to issue 500,000,000 shares of common
stock
having a par value of $.0001, 19,772,505
shares of which
were
outstanding on
the April 7, 2007 record date
for determining
shareholders eligible
to vote on
