Oregon Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc.

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US-CC-12-1502
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12-1502 12-1502 . . . Agreement of Merger for conversion of two corporations into wholly owned subsidiaries of new corporation ("Holding Company") by merger of one of such corporations with subsidiary of Holding Company and merger of other corporation with different subsidiary of Holding Company . Under Agreement of Merger (a) each 10 shares of common stock of first corporation will be converted into right to receive one share of Holding Company Class A Common Stock ("Class A"), (b) each 1.85 shares of Class A Common Stock of second corporation will be converted into right to receive one share of Holding Company Class A Common Stock, (c) each 1.85 shares of Class B Common Stock of second corporation will be converted into right to receive one share of Holding Company Class B Common Stock and (d) each 1.85 warrants of second corporation will be converted into right to receive one warrant of Holding Company

The Oregon Agreement of Merger is a legally binding document that outlines the terms and conditions of a merger between VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. This agreement aims to combine the resources, expertise, and market presence of these entities to create a stronger and more competitive entity in the energy sector. The merger is expected to bring various benefits to all parties involved. VP Oil, Inc. and VP Acquisition Corp., both well-established players in the oil industry, will gain access to Big Piney Oil and Gas Co.'s extensive reserves and production capabilities. On the other hand, Big Piney Oil and Gas Co. will benefit from the financial strength and broader market reach provided by VP Oil, Inc. and VP Acquisition Corp. The agreement encompasses several key aspects, including the transfer of assets, liabilities, and intellectual property rights. It also addresses governance structure, management, and decision-making powers, ensuring a smooth transition and integration of operations. The new entity resulting from this merger will be named [insert specific name, if available]. Moreover, the Oregon Agreement of Merger defines the financial arrangements related to the merger, such as the valuation of each company, the exchange ratio of shares, and the payment terms. These financial considerations aim to ensure fairness and equitable representation for all parties involved throughout the merger process. By leveraging the synergies among these entities, the Oregon Agreement of Merger seeks to create a formidable force in the energy industry. The combined strengths of VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. will allow for increased operational efficiency, cost savings, and enhanced market positioning. Additionally, the merger is expected to bring about innovation and the development of new technologies in the energy sector. Overall, the Oregon Agreement of Merger signifies a strategic move by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc. to consolidate their resources, expand their market share, and drive growth in the ever-evolving energy landscape. This merger aims to create a new industry leader that can better navigate challenges and capitalize on emerging opportunities in the oil and gas sector.

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Oregon Agreement of Merger by VP Oil, Inc., VP Acquisition Corp., Big Piney Oil and Gas Co., Big Piney Acquisition Corp., and National Energy Group, Inc.