Plan and agreement of merger between Adat Ari El and Temple Beth Am, 2007

PLAN AND AGREEMENT OF MERGER THIS PLAN AND AGREEMENT OF MERGER is entered into this ___ day of _________ , 2007, by and between ADAT ARI EL, INC., a Nevada non-stock, non-profit corporation (hereinafter referred to as "AAE," or the "Surviving Corporation"), and TEMPLE BETH AM, INC., a Nevada non-stock, non-profit corporation (hereinafter referred to as "TBA," or the "Absorbed Corporation"). R E C I T A L S : 1. AAE is a non-stock, non-profit corporation duly organized and validly existing under the laws of the State of Nevada, with its principal office presently located at 4675 W. Flamingo Road, Suite 2, Las Vegas, Nevada 89103. 2. AAE consists of members without stock, governed by a Board of Trustees. This Plan and Agreement of Merger will have no effect upon the rights, privileges and obligations of membership. 3. TBA is a non-stock, non-profit corporation duly organized and validly existing under the laws of the State of Nevada, with its principal office located at 9001 Hillpointe Road, Las Vegas, Nevada 89134. TBA consists of members without stock, governed by a Board of Trustees. Upon the effectiveness of this Plan and Agreement of Merger, 1 TBA, and all of its assets, tangible or intangible, and all of its liabilities, shall be absorbed into AAE. Other than this merger of the constituent corporations, the rights, privileges and obligations of TBA members shall be unaffected. 4. By virtue of resolutions duly considered at meetings of the Boards of Trustees of the constituent corporations, this Plan and Agreement of Merger was approved and adopted in full legal compliance with the provisions of Nevada state law, and with the Articles of Incorporation and Bylaws of the absorbed corporation and the surviving corporation. 5. The Boards of Trustees of the constituent corporations deem it desirable and in the best interests of the corporations and their members that TBA be merged into AAE, in accordance with the provisions of NRS 78.451, et. seq., in order that the transaction qualify as a "tax-free reorganization" within the meaning of Section 368(a) (1) (A) of the Internal Revenue Code of 1954, as amended, and NRS 78.451 et. seq. 6. On May 7, 2007, following special meetings Of the Boards of Trustees of the constituent corporations, a "Temple Merger Agreement" was duly considered, approved and 2 adopted by a majority of the Boards of Trustees of AAE and TBA. A true and correct copy of an executed original counterpart of said "Temple Merger Agreement"is attached hereto as an exhibit, and incorporated herein by reference as though fully set forth. The "Temple Merger Agreement" sets forth the basic terms and provisions of the merger. WHEREFORE, in consideration of the mutual covenants contained herein, and subject to the terms and conditions hereinafter set forth, the constituent corporations agree as follows: SECTION ONE MERGER TBA shall merge with and into AAE, which shall be the surviving corporation. The merger shall take effect upon the filing of the Articles of Merger with the Nevada Secretary of State. Upon the filing of the Articles of Merger, the surviving corporation will henceforth be known as "REFORM CONGREGATION OF LAS VEGAS, INC., a Nevada non?stock, non-profit corporation." SECTION TWO TERMS AND CONDITIONS On the effective date of the merger, the separate 3 existence of the Absorbed Corporation shall cease, and the Surviving Corporation shall succeed to all the rights, privileges, immunities, and franchises, and all of the property, real, personal, and mixed, of the Absorbed Corporation, without the necessity for any separate transfer. The Surviving Corporation shall thereafter be responsible and liable for all liabilities and obligations of the Absorbed Corporation, and neither the rights of creditors nor any liens on the property of the Absorbed Corporation shall be impaired by the merger. SECTION THREE CONVERSION OF SHARES The manner and basis of converting the shares of the Absorbed Corporation into shares, obligations or other securities of the Surviving Corporation is as follows: (a) Both corporations are non-stock and non-profit, and shall continue operating in that manner following the merger. Since both corporations consist of members only, without stock, there shall be no conversion of shares, and this section shall not apply. SECTION FOUR ARTICLES OF INCORPORATION The Articles of Incorporation of the Surviving 4 Corporation shall be unchanged and continue to be its Articles of Incorporation following the effective date of the merger. SECTION FIVE BYLAWS The Bylaws of the Surviving Corporation shall be unchanged and continue to be its bylaws following the effective date of the merger. SECTION SIX TRUSTEES AND OFFICERS The reconstituted Board of Trustees and Officers of the Surviving Corporation following the effective date of the merger shall be as set forth in the "Temple Merger Agreement" attached hereto, consisting of the current Board of Trustees of AAE, including its current officers, and the former President, Recording Secretary and Treasurer of TBA, who shall serve in such capacities as shall be determined by the reconstituted Board of Trustees, and all of whom shall continue to serve on the Board of Trustees of the Surviving Corporation as trustees, for the full unexpired terms of their offices and until their successors have been elected or appointed and qualified. 5 SECTION SEVEN LIMITATIONS ON BUSINESS ACTIVITIES Neither of the constituent corporations shall, prior to the effective date of the merger, engage in any activity or transaction other than in the ordinary course of business, except that the constituent corporations may take all action necessary or appropriate under Nevada state law to consummate this merger. SECTION EIGHT APPROVAL OF TRUSTEES This Plan and Agreement of Merger has been submitted for the approval of the Boards of Trustees of the constituent corporations in the manner provided by their articles, bylaws and applicable law, at meetings held on or before the date of this Agreement. The majority approval of the Boards of Trustees of the constituent corporations to this Plan and Agreement of Merger has been memorialized by resolutions duly approved and adopted at said meetings, copies of which are attached hereto. In accordance with the articles and bylaws of each constituent corporation, no approval of the members was required for the merger. SECTION NINE EFFECTIVE DATE 6 The effective date of this merger shall be the date when Articles of Merger are filed with the Nevada Secretary of State in accordance with NRS 78.458, unless otherwise provided by law. SECTION TEN EXECUTION OF AGREEMENT This Plan and Agreement of Merger may be executed in any number of counterparts, and each such counterpart shall constitute an original instrument. SECTION ELEVEN FURTHER ASSURANCES If, at any time after the effective date of the merger, the Surviving Corporation shall consider or be advised that any instruments of further assurance are desirable in order to evidence the vesting in the Surviving Corporation of the title to any of its property or rights, the appropriate officers and Trustees of the Surviving Corporation are authorized to execute and acknowledge such instruments of further assurance, and to do such other acts or things, either in the name of the constituent corporations or in the name of the Surviving Corporation, as may be requisite or desirable to carry out the purposes of this Plan and Agreement of Merger as herein expressed. 7 SECTION TWELVE TRANSFER OF PROPERTY All of the property, rights, privileges, contracts and leases of the Absorbed Corporation are to be transferred to and become the property of the Surviving Corporation. The officers and boards of trustees of the constituent corporations are authorized to execute all deeds, assignments and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. SECTION THIRTEEN ASSUMPTION OF DEBTS The Surviving Corporation shall pay all debts and liabilities of each constituent corporation, and all debts and liabilities of each of the corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if they had been incurred or contracted by it, and all liens on the property of any of the corporations shall be preserved unimpaired. SECTION FOURTEEN LEGAL STATUS OF SURVIVING CORPORATION The Surviving Corporation shall remain non-stock and non-profit following this Plan and Agreement of Merger. 8 SECTION FIFTEEN MERGER EXPENSES Each corporation shall pay their own expenses of merger, including without limitation the expenses of each of the constituent corporations incurred in connection with this Agreement and preparations for carrying the same into effect. IN WITNESS WHEREOF, this Plan and Agreement of Merger has been executed on behalf of the parties by their authorized officers, respectively, pursuant to the authorization of their respective Boards of Trustees on the day and year first above written. ADAT ARI EL, INC. ("Surviving Corporation"), to be known as REFORM CONGREGATION OF LAS VEGAS, INC. By: Lawrence S. Copeland, President TEMPLE BETH AM, INC. ("Absorbed Corporation") By: Meera M. Kamegai, President 9 STATE OF NEVADA ) ) ss: COUNTY OF CLARK ) This instrument was acknowledged before me on________ , 2007, by Lawrence S. Copeland and Meera M. Kamegai. NOTARY PUBLIC in and for said County and State 10