Preview | Agreement and Plan of Reorganization |

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the Agreement), dated as of the 23rd day of April, 2007, by and between Interactive Games, Inc., a Nevada corporation (IGAM), and Nuvo Solar Energy, Inc., a Colorado corporation (NUVO), and the shareholders of NUVO (Shareholders).

A. IGAM is a Nevada corporation organized on March 13, 1996. IGAM has authorized capital stock of 100,000,000 shares of common stock, $.001 par value (IGAM Common Stock), of which 62,022,482 shares are issued and outstanding as of the date of this Agreement, on a fully diluted basis, and 5,000,000 shares of preferred stock, $.001 par value, of which no shares are issued and outstanding as of the date of this Agreement.

B. NUVO is a privately held corporation organized under the laws of the State of Colorado on May 11, 2004. NUVO has authorized capital stock of 11,000,000 shares, $.001 par value per share, 10,000,000 shares of which are authorized for the issuance of common stock (NUVO Common Stock) and 1,000,000 of which are authorized for the issuance of preferred stock. Of such shares, there shall be up to 5,500,000 shares of NUVO Common Stock and no shares of preferred stock issued and outstanding as of the date of Closing (as defined in Article 2 hereof).

C. The respective Boards of Directors of IGAM and NUVO have deemed it advisable and in the best interests of IGAM and NUVO and their respective shareholders that NUVO be acquired by IGAM, pursuant to the terms and conditions set forth in this Agreement.

D. IGAM and NUVO propose to enter into this Agreement which provides among other things, that all of the outstanding shares of NUVO Common Stock be acquired by IGAM in exchange for an aggregate of 1,000,000 shares of IGAM Series A Convertible Preferred Stock (the IGAM Preferred Stock), the aggregate of which shall be convertible into a number of shares of IGAM Common Stock constituting approximately 66 2/3 % of the issued and outstanding number of shares of IGAM Common Stock immediately following the Effective Time (as defined in Section 2.01), on a fully diluted basis.

E. The parties desire the transaction to qualify as a tax-free reorganization under Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

THE ACQUISITION

1.01 At the Effective Time (as defined in Article 2), subject to the terms and conditions herein, each share of NUVO Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 1.04) shall be acquired by IGAM in exchange for a fraction of a fully paid and nonassessable share of IGAM Preferred Stock equal to (i) 1,000,000, divided by (ii) the number of issued and outstanding shares of NUVO Common Stock, on a fully diluted basis, immediately prior to the Effective Time (other than Dissenting Shares) (the Exchange Ratio). Collectively, the shares of IGAM Preferred Stock issued to the Shareholders shall be referred to herein as the IGAM Shares, and the exchange of all shares of NUVO Common Stock for IGAM Shares shall constitute the Exchange. IGAM Shares shall be issued as set forth in Exhibit A to this Agreement.

1.02 Each share of IGAM Preferred Stock shall, upon receipt of Shareholder Approval (as defined in Section 9.01), automatically convert into the number of shares of IGAM Common Stock equal to a fraction, (i) the numerator of which is equal to the product of (A) the aggregate number of shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, on a fully diluted basis, multiplied by (B) two (2), and (ii) the denominator of which shall be 1,000,000 (the Conversion Ratio), rounded to the nearest whole share; provided that, for purposes of determining the number of fully diluted shares of IGAM Common Stock issued and outstanding immediately prior to the Effective Time, the parties agree that the number of shares of IGAM Common Stock shall include the number of shares IGAM Common Stock into which the Convertible Debt of IGAM (as defined in Section 8.01(i)) is convertible, as determined assuming a conversion price equal to 75% of the lowest closing price of the IGAM Common Stock (as reported by Bloomberg, LP) over the 20 trading days immediately prior to the Effective Date (as defined in Article 2). The number of shares of IGAM Common Stock issuable upon conversion of the IGAM Shares shall be identified on Exhibit A to this Agreement.

1.03 As of the Effective Time, each outstanding stock certificate that immediately prior to the Effective Time represented shares of NUVO Common Stock shall be deemed for all purposes to evidence ownership and to represent the number of shares of IGAM Preferred Stock for which such shares of NUVO Common Stock have been exchanged pursuant to Section 1.01. The record holder of each outstanding certificate representing shares of NUVO Common Stock shall, after the Effective Time, be entitled to vote the shares of IGAM Preferred Stock (on an as-converted basis assuming the conversion of all shares of IGAM Preferred Stock into shares of IGAM Common Stock) for which such shares of NUVO Common Stock have been exchanged on any matters on which the holders of IGAM Common Stock are entitled to vote. After the Effective Time, the holders of certificates evidencing outstanding shares of NUVO Common Stock immediately prior to the Effective Time shall deliver such certificates of NUVO Common Stock, duly endorsed so as to make IGAM the sole holder thereof, free and clear of all claims, and encumbrances and upon receipt of such certificates, IGAM shall deliver a transmittal letter directed to the transfer agent of IGAM directing the issuance of the IGAM Shares to the Shareholders as set forth on Exhibit A of this Agreement. Any shares of IGAM Preferred Stock (and IGAM Common Stock issued upon conversion thereof) issued pursuant to this Agreement will not be transferable except (a) pursuant to an effective registration statement under the Securities Act or (b) upon receipt by IGAM of a written opinion of counsel for the holder reasonably satisfactory to IGAM to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and relevant state securities laws. Restrictive legends shall be placed on all certificates representing IGAM Common stock issued pursuant to this Agreement as set forth in Section 12.02.

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