AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER adopted by Soyodo Group Holdings, Inc., a business
corporation organized under the laws of the State of Delaware (the “Company”),
by resolution of its Board of Directors on March 11, 2008, and adopted by
Omphalos, Corp., a business corporation organized under the laws of the State
of
Nevada (“Omphalos”), by resolution of its Board of Directors on March 11, 2008.
The names of the corporations planning to merge are Soyodo Group Holdings,
Inc.,
a business corporation organized under the laws of the State of Delaware, and
Omphalos, Corp., a business corporation organized under the laws of the State
of
Nevada. The name of the surviving corporation into which the Company plans
to
merge is Omphalos, Corp., a Nevada corporation.
1.
The
Company and Omphalos shall, pursuant to the provisions of Chapter 1, Subchapter
IX of the General Corporation Law of the State of Delaware and the provisions
of
the laws of the jurisdiction of organization of the surviving corporation,
be
merged with and into a single corporation, to wit, Omphalos, which shall be
the
surviving corporation at the effective time and date of the merger and which
is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of laws of the jurisdiction of its organization.
The
separate existence of the Company, which is sometimes hereinafter referred
to as
the "non-surviving corporation", shall cease at the effective time and date
of
the merger in accordance with the provisions of Chapter 1, Subchapter IX of
the
General Corporation Law of the State of Delaware.
2.
The
present Certificate of Incorporation of the surviving corporation shall be
the
Certificate of Incorporation of said surviving corporation and said Certificate
of Incorporation shall continue in full force and effect until amended and
changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the surviving corporation.
3.
The
present bylaws of the surviving corporation will be the bylaws of said surviving
corporation and will continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions
of
the laws of the jurisdiction of organization of the surviving corporation.
4.
The
directors and officers in office of the surviving corporation at the effective
time and date of the merger shall be the members of the first Board of Directors
and the first officers of the surviving corporation, all of whom shall hold
their respective officers until their successors are elected and qualified,
or
until their tenure is otherwise terminated in accordance with the bylaws of
the
surviving corporation.
5.
Each
issued share of the non-surviving corporation immediately before the effective
time and date of the merger shall be converted into one (1) share of the
surviving corporation. The issued shares of the surviving corporation shall
not
be converted or exchanged in any manner, but each said share which is issued
at
the effective time and date of the merger shall continue to represent one issued
share of the surviving corporation.
6.
The
Plan of Merger herein made and approved shall be submitted to the shareholders
of the non-surviving corporation and to the shareholders of the surviving
corporation for their approval or rejection in the manner prescribed by the
provisions of Chapter 1, Subchapter IX of the General Corporation Law of the
State of Delaware and the provisions of the laws of the jurisdiction of
incorporation of the surviving corporation.
7.
In the
event that the Plan of Merger shall have been approved by the shareholders
entitled to vote of the non-surviving corporation in the manner prescribed
by
Chapter 1, Subchapter IX of the General Corporation Law of the State of Delaware
and by the shareholders entitled to vote of the surviving corporation in the
manner prescribed by the laws of the jurisdiction of its incorporation, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Delaware, and that they will
cause to be performed all necessary acts therein and elsewhere to effectuate
the
merger.
8.
The
Board of Directors and the proper officers of the non-surviving corporation
and
the Board of Directors and the proper officers of the surviving corporation,
respectively, are hereby authorized, empowered, and directed to do any and
all
acts and things, and to make, execute, deliver, file, and/or record any and
all
instruments, papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the provisions of this
Plan
of Merger or of the merger herein provided for.
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Dated:
March 11, 2008
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SOYODO
GROUP HOLDINGS, INC.,
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a
Delaware corporation
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By:
/s/ Sheng-Xxxx Xxxx
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Name:
Sheng-Xxxx Xxxx
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Title:
President
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OMPHALOS,
INC.,
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a
Nevada corporation
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By:
/s/ Sheng-Xxxx Xxxx
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Name:
Sheng-Xxxx Xxxx
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Title:
President
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