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Re: vdt post# 8018

Tuesday, 08/16/2011 9:14:53 PM

Tuesday, August 16, 2011 9:14:53 PM

Post# of 8333
not to worry, you keep all your shares (IMO)- from the merger agreement:


(d) Effect of Merger.

(i) General. The Merger shall become effective at the time (the "Effective Time" ) IVOI and HYDRA file a Certificate of Merger with the Secretary of State of the State of New Jersey. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either IVOI or HYDRA in order to carry out and effectuate the transactions contemplated by this Agreement.

(ii) Certificate of Incorporation . The Certificate of Incorporation of IVOI shall be the Certificate of Incorporation of the Surviving Corporation.

(iii) Bylaws. The Bylaws of IVOI shall be the Bylaws of the Surviving Corporation.

(iv) Directors and Officers. The initial Board of Directors and Officers of the Surviving Corporation shall be: Frank Neukomm, Chairman of the Board and CEO; Robert C. Farr, President, COO, and Director, James Twedt, Executive Vice President and Director

(v) Exchange of HYDRA Shares. At and as of the Effective Time, all HYDRA Shares shall be exchanged for 1,000,000 IVOI Series A Preferred Stock with the terms and subject to the designations, preferences and rights as set forth in the Amendment to the Certificate of Incorporation to be filed by IVOI with the State of New Jersey in substantially the form as attached hereto as Exhibit B. After such exchange, no HYDRA Share shall be deemed to be outstanding.

(vi) IVOI Common Shares. Each IVOI Common Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

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