EXHIBIT 10.2
AMENDED AND RESTATED
PLAN AND AGREEMENT OF MERGER
BETWEEN
TEXAS NEVADA OIL & GAS CO.
AND
HOUSTON AMERICAN ENERGY CORP.
This Amended and Restated Plan and Agreement of Merger is entered into as
of __________, 2001, between Texas Nevada Oil & Gas Co., a Texas corporation
("TNOG"), and Houston American Energy Corp., a Delaware corporation ("HAEC").
WHEREAS, on July 31, 2001, TNOG and HAEC entered into that certain Plan and
Agreement of Merger (the "Original Plan") providing for the merger of TNOG with
and into HAEC; and
WHEREAS, HAEC has completed the forward split of its outstanding common
stock on an approximate 11.4 for one basis (the "Split"); and
WHEREAS, in order to correct certain provisions of the Original Plan to
reflect the Split, TNOG and HAEC desire to amend and restate the Original Plan
in its entirety as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual provisions
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, TNOG and HAEC hereby agree as
follows:
1. Plan Adopted. A plan of merger merging TNOG with and into HAEC
-------------
(this "Plan of Merger"), pursuant to the provisions of Section 252 of the
Delaware General Corporation Law (the "DGCL"), Article 5.01 of the Texas
Business Corporation Act (the "TBCA") and Section 368(a)(1)(A) of the Internal
Revenue Code, is adopted as follows:
(a) TNOG shall be merged with and into HAEC, to exist and be governed
by the laws of the State of Delaware.
(b) The name of the Surviving Corporation shall be Houston American
Energy Corp. (the "Surviving Corporation").
(c) When this Plan of Merger shall become effective, the separate
existence of TNOG shall cease and the Surviving Corporation shall succeed,
without other transfer, to all the rights and properties of TNOG and shall be
subject to all the debts and liabilities of such corporation in the same manner
as if the Surviving Corporation had itself incurred them. All rights of
creditors and all liens upon the property of each constituent entity shall be
preserved unimpaired, limited in lien to the property affected by such liens
immediately prior to the merger (the "Merger").
(d) The Surviving Corporation will be responsible for the payment of
all fees and franchise taxes of the constituent entities payable to the State of
Delaware and the State of Texas, if any.
(e) The Surviving Corporation will carry on business with the assets
of TNOG, as well as with the assets of HAEC.
(f) The Surviving Corporation will be responsible for the payment of
the fair value of shares, if any, required under Article 5.12 of the TBCA or
Section 262 of the DGCL.
(g) The shareholders of TNOG will surrender all of their shares in the
manner hereinafter set forth.
(h) In exchange for the shares of TNOG surrendered by its
shareholders, the Surviving Corporation will issue and transfer to such
shareholders on the basis hereinafter set forth, shares of its common stock.
(i) The stockholders of HAEC will retain their shares of the Surviving
Corporation.
2. Effective Date. The effective date of the Merger (the "Effective
---------------
Date") shall be the first permissible date following the effectiveness of the
S-4 Registration Statement to be filed by HAEC.
3. Submission to Shareholders and Stockholders. This Plan of Merger
---------------------------------------------
shall be submitted for approval separately to the shareholders of TNOG and to
the stockholders of HAEC in the manner provided by the laws of the State of
Texas and the State of Delaware.
4. Manner of Exchange. On the Effective Date of the Merger, the
--------------------
shareholders of TNOG shall surrender their stock certificates to HAEC in
exchange for shares of the Surviving Corporation to which they are entitled
pursuant to the provisions of this Plan of Merger.
5. Basis of Exchange. The holders of shares of the common stock, no par
-----------------
value per share, of TNOG shall be entitled to receive, ratably, in exchange for
the surrender of all of the outstanding shares of TNOG common stock, 596,569
shares of the common stock of the Surviving Corporation, par value $0.001 per
share.
6. Shares of the Surviving Corporation. The presently outstanding
---------------------------------------
shares of the common stock of HAEC, 11,403,429 shares, shall remain outstanding
as common stock of the Surviving Corporation.
7. Directors and Officers.
------------------------
(a) The present Board of Directors of HAEC shall continue to serve as
the Board of Directors of the Surviving Corporation until the next annual
meeting or until such time as their successors have been elected and qualified.
(b) If a vacancy shall exist on the Board of Directors of the
Surviving Corporation on the Effective Date of the Merger, such vacancy may be
filled by the Board of Directors as provided in the Bylaws of the Surviving
Corporation.
(c) All persons who, on the Effective Date of the Merger, are
executive or administrative officers of HAEC shall remain as officers of the
Surviving Corporation until the Board of Directors of the Surviving Corporation
shall otherwise determine. The Board of Directors of the Surviving Corporation
may elect or appoint such additional officers as it may determine.
8. Certificate of Incorporation. The Certificate of Incorporation of
------------------------------
HAEC, attached hereto as Exhibit A and incorporated herein for all purposes,
---------
existing on the Effective Date of the Merger shall continue in full force as the
Certificate of Incorporation of the Surviving Corporation until altered,
amended, or repealed as provided therein or as provided by law.
9. Bylaws. The Bylaws of HAEC, attached hereto as Exhibit B and
------ ---------
incorporated herein for all purposes, existing on the Effective Date of the
Merger shall continue in full force as the Bylaws of the Surviving Corporation
until altered, amended, or repealed as provided therein or as provided by law.
10. Copies of the Plan of Merger. A copy of this Plan of Merger is on
-----------------------------
file at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, which is the
principal office of the Surviving Corporation. A copy of this Plan of Merger
will be furnished to any shareholder of TNOG or stockholder of HAEC, on written
request and without cost.
11. Legal Construction. In case any one or more of the provisions
------------------
contained in this Plan of Merger shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions hereof, and this Plan of
Merger shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
12. Benefit. All the terms and provisions of this Plan of Merger shall
-------
be binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their successors and permitted assigns.
13. Law Governing. This Plan of Merger shall be construed and governed
-------------
by the laws of the State of Delaware, and all obligations hereunder shall be
deemed performable in ▇▇▇▇▇▇ County, Texas.
14. Perfection of Title. The parties hereto shall do all other acts and
-------------------
things that may be reasonably necessary or proper, fully or more fully, to
evidence, complete or perfect this Plan of Merger, and to carry out the intent
of this Plan of Merger.
15. Cumulative Rights. The rights and remedies of any party under this
-----------------
Plan of Merger and the instruments executed or to be executed in connection
herewith, or any of them, shall be cumulative and the exercise or partial
exercise of any such right or remedy shall not preclude the exercise of any
other right or remedy.
16. Waiver. No course of dealing on the part of any party hereto or its
------
agents, nor any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Plan of Merger or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
17. Construction. Whenever used herein, the singular number shall
------------
include the plural, the plural number shall include the singular, and the
masculine gender shall include the feminine.
18. Multiple Counterparts. This Plan of Merger may be executed in one
---------------------
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan of Merger as of
___________, 2001.
TEXAS NEVADA OIL & GAS CO.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, President
HOUSTON AMERICAN ENERGY CORP.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
Attachments:
-----------
Exhibit A - Certificate of Incorporation of Houston American Energy Corp.
Exhibit B - Bylaws of Houston American Energy Corp.