Attached files
EXHIBIT 2.4
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
1
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USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
(Pursuant
to Nevada Revised Statutes Chapter 92A)
(excluding
92A.200(4b))
1)
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Name
and jurisdiction of organization of each constituent entity (NRS 92A.200).
If there are more than four merging entities, check box o and attach an 81/2" x 11"
blank sheet containing the required information for each additional
entity.
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AE Biofuels, Inc. | |||
Name of merging
entity
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|||
Nevada | corporation | ||
Jurisdiction | Entity type * |
Name of merging
entity
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|||
Nevada | corporation | ||
Jurisdiction | Entity type * |
Name of merging
entity
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|||
Nevada | corporation | ||
Jurisdiction | Entity type * |
Name of merging
entity
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|||
Nevada | corporation | ||
Jurisdiction
and,
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Entity type * |
AE Biofuels, Inc. | |||
Name of surviving
entity
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|||
Nevada | corporation | ||
Jurisdiction | Entity type * |
* Corporation, non-profit corporation,
limited partnership, limited-liability company or business trust.
Filing Fee:
$350.00
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 1 2007
Revised
on: 01/01/07
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
2
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE
ONLY
|
2)
|
Forwarding
address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1
90):
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Attn: | ||
c/o: |
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3)
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(Choose
one)
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x The
undersigned declares that a plan of merger has been adopted by each
constituent entity (NRS 92A.200).
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o The
undersigned declares that a plan of merger has been adopted by the parent
domestic entity (NRS 92A.180)
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4)
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Owner's
approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for
each entity) (if there
are more than four merging entities, check box o and attach an 8
1/2" x 11" blank sheet containing the required information for each
additional entity):
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(a) |
Owner's
approval was not required from
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Name of merging entity, if
applicable
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Name of merging entity, if
applicable
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|||
Name of merging entity, if
applicable
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|||
Name of merging
entity, if applicable
and,
or;
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|||
Name of surviving
entity, if applicable
|
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 2 2007
Revised
on: 01/01/07
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
3
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
(b) |
The
plan was approved by the required consent of the owners of *:
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AE Biofuels, Inc.
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|||
Name of merging entity, if
applicable
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|||
Name of merging
entity, if applicable
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|||
Name of merging entity, if
applicable
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|||
Name of merging
entity, if applicable
and,
or;
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|||
American Ethanol, Inc. | |||
Name of surviving
entity, if applicable
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*
Unless otherwise provided in the certificate of trust or governing instrument of
a business trust, a merger must be approved by all the trustees and beneficial
owners of each business trust that is a constituent entity in the
merger.
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 3 2007
Revised
on: 01/01/07
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
4
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
(c) |
Approval of plan of merger for Nevada
non-profit corporation (NRS 92A.160):
The
plan of merger has been approved by the directors of the corporation and
by each public officer or other person whose approval of the plan of
merger is required by the articles of incorporation of the domestic
corporation.
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||
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|||
Name of merging entity, if
applicable
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|||
Name of merging
entity, if applicable
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|||
Name of merging entity, if
applicable
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|||
Name of merging
entity, if applicable
and,
or;
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Name of surviving
entity, if applicable
|
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 4 2007
Revised
on: 01/01/07
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
5
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
5)
|
Amendments,
if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS
92A.200)*:
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|
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6) |
Location
of Plan of Merger (check a or b):
o
(a) The entire plan of merger is attached;
or,
x (b) The
entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the
records office address if a limited partnership, or other place of
business of the surviving entity (NRS
92A.200).
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7) | Effective date (optional)* |
* Amended
and restated articles may be attached as an exhibit or integrated into the
articles of merger. Please entitle them "Restated" or "Amended and Restated,"
accordingly. The form to accompany restated articles prescribed by the secretary
of state must accompany the amended and/or restated articles. Pursuant to NRS
92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of
subsidiary), the articles of merger may not contain amendments to the
constituent documents of the surviving entity except that the name of the
surviving entity may be changed.
** A
merger takes effect upon filing the articles of merger or upon a later date as
specified in the articles, which must not be more than 90 days after the
articles are filed (NRS 92A.240).
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 5 2007
Revised
on: 01/01/07
ROSS
MILLER
Secretary
of State
204
North Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775)
684 5708
Website:
secretaryofstate.biz
|
||
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
6
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT |
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
8)
|
Signatures
- Must be signed by: An officer of each Nevada corporation; All general
partners of each Nevada limited partnership; All general partners of each
Nevada limited partnership; A manager of each Nevada limited-liability
company with managers or all the members if there are no managers; A
trustee of each Nevada business trust (NRS 92A.230)*
(if
there are more than four merging entities, check box o and attach an 8
%" x 1 1 " blank sheet containirKftljie required information for each
additional entity.):
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AE Biofuels, Inc. | |||||
Name of merging
entity
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X | President | 11/12/07 | |||
Signature | Title | Date | |||
Name of merging
entity
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X | |||||
Signature | Title | Date | |||
Name of merging
entity
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X | |||||
Signature | Title | Date | |||
Name of merging
entity
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X | President | 11/12/07 | |||
Signature | Title | Date | |||
American Ethanol, Inc.
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|||||
Name of merging
entity
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X | President | 11/12/07 | |||
Signature | Title | Date | |||
* The
articles of merger must be signeaoy each foreign constituent entity in the
manner provided by the law governing it (NRS 92A.230). Additional signature
blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include
any of the above information and submit the proper fees may cause this filing to
be rejected.
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State AM Merger Page 5 2007
Revised
on: 01/01/07