000-28562
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94-2857548
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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ALAS AVIATION CORP.
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By:
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/s/ Harold Hansen
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Harold Hansen
President and CEO
(Principal Executive, Financial and Accounting Officer)
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(1)
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Merger. Alas shall be merged with and into Energie (the "Merger"), and Energie shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation"). The Merger shall become effective at 5:00 o’clock p.m. on January 27, 2014 or as soon thereafter as notice has been duly provided to the Financial Industry Regulatory Authority (“FINRA”) (the "Effective Time").
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(2)
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Succession. At the Effective Time, the separate corporate existence of Alas shall cease, and Energie shall succeed to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of Alas, and Energie shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Alas, including, without limitation, all outstanding indebtedness of Alas, all in the manner and as more fully set forth in Section 251(g) of the Delaware General Corporation Law.
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(3)
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Directors. The Directors of Alas immediately preceding the Effective Time shall be the Directors of the Surviving Corporation and AAC at and after the Effective Time until their successors are duly elected and qualified.
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(4)
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Officers. The officers of Alas immediately preceding the Effective Time shall be the officers of the Surviving Corporation and AAC at and after the Effective Time, to serve at the pleasure of the Board of Directors of Energie.
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(5)
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Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
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(a)
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each share of Alas Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and non-assessable share of Energie Stock;
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(b)
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each share of Alas Stock held in the treasury of Alas immediately prior to the Effective Time shall be cancelled and retired;
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(c)
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each option, warrant, purchase right, unit debenture or other security of Alas convertible into the same number of shares of Alas Stock as such security would have received if the security had been converted into Alas Stock immediately prior to the Effective Time, and Energie shall reserve for purposes of the exercise of such options, warrants, purchase rights, units, debentures or other securities an equal number of shares of Energie Stock as Alas had reserved; and
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(d)
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each share of Energie Stock issued and outstanding in the name of Alas immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Energie Stock.
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(6)
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Other Agreements. At the Effective Time, Energie shall assume any obligation of Alas to deliver or make available shares of Alas Stock under any agreement or employee benefit plan not referred to in Paragraph 5 herein to which Alas is a party. Any reference to Alas Stock under any such agreement or employee benefit plan shall be deemed to be a reference to Energie Stock and one share of Energie Stock shall be issuable in lieu of each share of Alas Stock required to be issued by any such agreement or employee benefit plan, subject to subsequent adjustment as provided in any such agreement or employee benefit plan.
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(7)
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Further Assurances. From time to time, as and when required by the Surviving Corporation, Energie, or by its successors or assigns, there shall be executed and delivered on behalf of Alas such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Alas, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of Alas or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.
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(8)
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Certificates. At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares of Alas Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Energie Stock, as the case may be, into which the shares of Alas Stock represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Energie and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Alas or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Energie Stock, as the case may be, evidenced by such outstanding certificate, as above provided.
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Energie Holdings, Inc., a Delaware corporation
By: /s/ Harold Hansen
Harold Hansen, CEO
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Alas Aviation Corp., a Delaware corporation
By: /s/ Harold Hansen
Harold Hansen, CEO
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Alas Acquisition Company, a Delaware corporation
By: /s/ Harold Hansen
Harold Hansen, CEO
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