ex10_1.htm


    AGREEMENT
AND PLAN OF MERGER

    


    THIS AGREEMENT AND PLAN OF MERGER
(“Agreement”) is made and entered into as of October 2, 2008 by and between
INTERMOUNTAIN REFINING CO. INC., a New Mexico corporation (hereinafter referred
to as “Intermountain NM”), and A.R.E. Wind Corp., a Nevada corporation
(hereinafter referred to as “Intermountain NV”).

    


    RECITAL:

    


    WHEREAS, Intermountain NM desires to
merge into Intermountain NV and thereby transfer to Intermountain NV all rights
and property owned by it, such merger (the “Merger”) is provided for in this
Agreement;

    


    NOW, THEREFORE, in consideration of the
mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Intermountain NM
and Intermountain NV hereby agree as follows:

    


    AGREEMENT:

    


    SECTION 1.  Merger and the
Surviving Corporation.

    


    (a) Subject to the terms and conditions
of this Agreement, Intermountain NM shall be merged into Intermountain NV (which
shall be the surviving corporation in the Merger) in accordance with the New
Mexico Business Corporation Act and the Nevada Revised Statutes. The Merger
shall become effective upon the filing with the Secretary of State of the State
of Nevada of the Articles of Merger with respect thereto. For purposes hereof,
the term “Effective Time” shall mean the time when such Articles of Merger are
filed with the Nevada Secretary of State, and the term "Surviving Corporation"
shall mean Intermountain NV as the corporation surviving in the Merger which
will be governed by the laws of the State of Nevada.

    


    (b) At the Effective Time, by virtue of
the Merger, all the rights, privileges, immunities and franchises, of a public
as well as of a private nature, of each of Intermountain NM and Intermountain NV
and all property, real, personal and mixed, and all debts due on whatever
account, including choses in action, and all and every other interest of or
belonging to or due to each of Intermountain NM and Intermountain NV shall be
taken and deemed to be transferred to and vested in the Surviving Corporation
without further act or deed, and the Surviving Corporation shall be responsible
and liable for all of the liabilities and obligations of each of Intermountain
NM and Intermountain NV, all with the full effect provided for in the New Mexico
Business Corporation Act and the Nevada Revised Statutes.

    


    (c) The Articles of Incorporation of
Intermountain NV in effect immediately prior to the Effective Time shall be the
Articles of Incorporation of the Surviving Corporation, until amended in
accordance with the provisions thereof and the Nevada Revised Statutes, except
that (1) the name of Intermountain NV, the Surviving Corporation, shall be
changed to A.R.E. Wind Corp., (ii) the Articles of Incorporation of the
Surviving Corporation shall reflect an increase in authorized shares of common
stock from 10,000,000 to 100,000,000 shares and a change in par value of the
common stock from no par value to $0.001 per share, and (iii) there shall occur
a reverse split of the common stock in an exchange ratio of one newly issued
share for each 7.7 outstanding shares of common stock.

    


    (d) The Bylaws of Intermountain NV in
effect immediately prior to the Effective Time shall be the Bylaws of the
Surviving Corporation, until altered, amended or repealed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) The directors of Intermountain NV
in office immediately prior to the Effective Time shall be the directors of the
Surviving Corporation, until their successors are elected in accordance with the
Bylaws of the Surviving Corporation and shall have been duly
qualified.

    


    (f) The officers of Intermountain NV in
office immediately prior to the Effective Time shall be the officers of the
Surviving Corporation, holding the offices in the Surviving Corporation which
they then hold in Intermountain NV, until their successors are elected or
appointed in accordance with the Bylaws of the Surviving Corporation and shall
have been duly qualified.

    


    SECTION 2.  Conversion of
Stock.  At the Effective Time:

    


    SECTION 2.1.  Intermountain
NV.

    


    (a) Each share of the Common Stock, par
value $0.001, of Intermountain NV which is issued immediately prior to the
Effective Time (whether then outstanding or held in the treasury of
Intermountain NV) shall be canceled and returned to the status of authorized but
unissued shares, without the payment of any consideration therefor;
and

    


    (b) Each share of the Preferred Stock,
par value $0.01, of Intermountain NV which is issued immediately prior to the
Effective Time (whether then outstanding or held in the treasury of
Intermountain NV) shall be canceled and returned to the status of authorized but
unissued shares without the payment of any consideration therefor.

    


    SECTION 2.2.  Intermountain
NM.

    


    (a) Each share of the Common Stock,
without par value, of Intermountain NM, which is issued immediately prior to the
Effective Time (whether then outstanding or held in the treasury of
Intermountain MN), shall be changed and converted into one fully paid and
non-assessable share of Intermountain NV Common Stock;

    


    (b) Each share of the Preferred Stock,
par value $0.01, of Intermountain NM, which is issued immediately prior to the
Effective Time (whether then outstanding or held in the treasury of
Intermountain NM), shall be changed and converted into one fully paid and
nonassessable share of Intermountain NV Preferred Stock; and

    


    (c) Each of the outstanding stock
options granted by Intermountain NM which is outstanding immediately prior to
the Effective Time shall be changed and converted into a stock option of
Intermountain NV.

    


    (d) Each of the outstanding warrants
granted by Intermountain NM which is outstanding immediately prior to the
Effective Time shall be changed and converted into warrant of Intermountain
NV.

    


    SECTION 2.3.  Stock
Certificates.  Each outstanding certificate that prior to the
Effective Time represented one share of either Common Stock or Preferred Stock
of Intermountain NM shall be deemed for all purposes to evidence ownership of
and to represent one share of Common Stock or Preferred Stock of Intermountain
NV, respectively, into which the share of Intermountain NM represented by such
certificate has been converted as provided herein and shall be so registered on
the books and records of Intermountain NV or its transfer agents. The registered
owner of any such outstanding stock certificate shall, until such certificate
shall have been surrendered for transfer or conversion or otherwise accounted
for to Intermountain NV or its transfer agent, have and be entitled to exercise
any voting and other rights with respect to and to receive any dividend and
other distributions upon the share of Intermountain NV evidenced by such
outstanding certificate as provided above.

     

    
      
        
        

      

      
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    SECTION 3.  Conditions
Precedent.  The obligations of the parties to effect the Merger shall
be subject to (a) the approval of this Agreement by the Board of Directors of
each of the constituent corporations and (b) the approval of this Agreement by
the affirmative vote of the holders of at least a majority of the outstanding
shares of Common Stock of each of the constituent corporations at meetings of
the stockholders duly called and held. Thereupon, Articles of Merger shall be
duly filed and recorded in both Nevada and in New Mexico.

    


    SECTION
4.  Amendment.  This Agreement may be amended by the parties
hereto, with the approval of their respective Boards of Directors, at any time
prior to the Effective Time, whether before or after approval of this Agreement
by the stockholders of the constituent corporations, but, after such approval by
the stockholders, no amendment shall be made which materially adversely affects
the rights of the stockholders of the constituent corporations without further
approval of such stockholders. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties
hereto.

    


    SECTION 5.  Dissenters'
Rights; Termination.

    


    SECTION 5.1.  Dissenters'
Rights.  Any holder of issued and outstanding shares of the Common
Stock of Intermountain NM who votes against the Merger and enters his dissent in
compliance with Section 53-15-4 of the New Mexico Business Corporation Act, as
amended (shares held by such shareholders shall be referred to herein as
"Dissenting Shares"), shall, subject to Section 5.2 hereof, receive cash in the
amount of the fair market value of the Dissenting Shares within the time and in
the manner provided by Section 53-15-4 of the New Mexico Business Corporation
Act.

    


    SECTION
5.2.  Termination.  This Agreement may be terminated at any
time prior to the Effective Time, whether before or after approval hereof by the
shareholders or by the Board of Directors of either Intermountain NV or
Intermountain NM:

    


    (a) At the option of the Board of
Directors of Intermountain NM, if the holders of 10 percent or more of
Intermountain NM's issued and outstanding shares of Common Stock shall not have
voted in favor of the Merger and such holders shall have filed written objection
and notice of their intent to exercise dissenters' rights with the Secretary of
Intermountain NM before the taking of the vote on the Merger in accordance with
the New Mexico Business Corporation Act; or

    


    (b) By mutual agreement of the Board of
Directors of Intermountain NM and Intermountain NV.

    


    (c) If this Agreement is terminated for
any reason, no party hereto shall any liability hereunder of any nature
whatsoever to the others.

    


    SECTION 6.  Governing
Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.

    


    SECTION 7.  Further
Assurances.  From time to time after the Effective Time as and when
requested by the Surviving Corporation and to the extent permitted by law, the
officers and directors of each of Intermountain NV and Intermountain NM last in
office shall execute and deliver such assignments, deeds and other instruments
and shall take or cause to be taken such further or other actions as shall be
necessary in order to vest or perfect in or to confirm of record or otherwise to
the Surviving Corporation title to, and possession of, all of the assets,
rights, franchises and interests of each of Intermountain NV and Intermountain
NM in and to every type of property (real, personal and mixed) and chooses in
action, and otherwise to carry out the purposes of this Agreement, and the
proper officers and directors of the Surviving Corporation are fully authorized
to take any and all such actions in the name of Intermountain NV or
Intermountain NM or otherwise.

     

    
      
        
        

      

      
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    SECTION 8.  Execution in
Counterparts.  This Agreement may be executed in two or more
counterparts, which together shall constitute a single agreement.

    


    IN WITNESS WHEREOF, Intermountain NV
and Intermountain NM have caused this Agreement to be signed by their respective
officers thereunto duly authorized, all as of the date first written
above.

    


               A.R.E.
WIND CORP., a Nevada corporation

     

               By:
/s/ William Hagler

               --------------------------------------

               William
Hagler,

               Chief
Executive Officer

    


              


              
INTERMOUNTAIN REFINING CO, INC., a New Mexico corporation

     

                By:
/s/ William Hagler

               --------------------------------------

               William
Hagler,

               Chief
Executive Officer