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.

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 (more...)