AGREEMENT OF MERGER BETWEEN A Delaware Domestic Corporation AND A Foreign Corporation
AGREEMENT OF MERGER
BETWEEN
A Delaware Domestic Corporation
AND
A Foreign Corporation
This Plan and Agreement of Merger made and entered into on the 21s x.xxx of May, 2014, by and between Dardanos Acquisition Corp., a Delaware Corporation, and PLH Products, Inc., a California Corporation.
WITNESSETH:
WHEREAS, the Delaware Corporation is a Corporation organized and existing under the laws of the State of Delaware, its Certificate of Incorporation having been filed in the Office of the Secretary of State of the State of Delaware on May 27, 2014; and
WHEREAS, PLH Products, Inc. is a corporation organized and existing under the laws of the State of California;and
WHEREAS, the aggregate number of shares which the California Corporation has authority to issue for the merger is 500,000 shares;and
WHEREAS, the Board of Directors of each of the constituent corporations deems it advisable that the Delaware Corporation be merged into California Corporation on the terms and conditions hereinafter set forth, in accordance with the applicable provisions of the statutes of the State of Delaware and California respectively, which permit such merger;
NOW, THEREFORE, in consideration of the premises and of the agreements, covenants and provisions hereinafter contained, the Delaware Corporation and the California Corporation, by their respective Boards of Directors, have agreed and do hereby agree, each with the other as follows:
ARTICLE I
The California Corporation and the Delaware Corporation shall be merged into a single corporation, in accordance with applicable provisions of the laws of the State of California and of the State of Delaware, by the Delaware Corporation merging into the California Corporation, which shall be the surviving Corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws of the State of California and of the State of Delaware (the time when the merger shall so become effective being sometimes herein referred to as the “EFFECTIVE DATE OF THE MERGER”):
1. The two Constituent Corporations shall be a single corporation, which shall be PLH
Products, Inc. a California Corporation as the Surviving Corporation, and the separate existence of Dardanos Acquisition Corp., shall cease except to the extent provided by the laws of the State of California in the case of a corporation after its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of California shall not be amended in any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the Constituent Corporations shall be as follows:
Upon consummation (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”), all outstanding shares (31,390,000 shares) of Dardanos capital stock will be in exchange for an aggregate of 500,000 shares of PLHI’s common stock (valued at $169,900 of $0.3398 per share (“Specified Price”).
ARTICLE V
The surviving corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the surviving corporation arising from this merger, including any suit or other proceeding to enforce the rights of any stockholders as determined in appraisal proceedings pursuant to the provisions of Section 262 of the Delaware General Corporation laws, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the surviving corporation at 0000 Xxxxx Xxxxxx, Xxxxx Xxxx, XX 00000.
IN WITNESS WHEREOF, the California Corporation and the Delaware Corporation, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused this Plan and Agreement of Merger to be executed by an authorized officer of each party thereto.
Dardanos Acquisition Corp.
(A Delaware Corporation)
BY: Xxxxx Xxxx
PLH Products, Inc.
(A California Corporation)
BY: Xxxxx Xxx Xxxx
I, Xxxxx Xxxx, Secretary of Dardanos Acquisition Corp. , a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary of the said corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of said corporation by an authorized officer of Dardanos Acquisition Corp., A corporation of the State of Delaware, was duly submitted to the stockholders of said corporation, at a special meeting of said stockholders called and held separately from the meeting of stockholders of any other corporation, upon waiver of notice, signed by all the stockholders, for the purpose of considering and taking action upon said Agreement of Merger, that 31,390,000 shares of stock of said corporation were on said date issued and outstanding and that the holder of 31,390,000 shares voted by ballot in favor of said Agreement of Merger and the holders of 0 shares voted by ballot against same, the said affirmative vote representing at least a majority of the total number of shares of the outstanding capital stock of said corporation, and that thereby the Agreement of Merger was at said meeting duly adopted as the act of the stockholders, and the duly adopted agreement of said corporation.
WITNESS my hand on behalf of said agreement on this 21 day of May, 2014.
By: Xxxxx Xxxx
Secretary
