AGREEMENT AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER
THIS
AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made this 10th day
of
October 2007 by and between Red Oak Concepts, Inc., a Nevada corporation
("ROC-NEVADA"), and Red Oak Concepts, Inc., a Delaware corporation
("ROC-DELAWARE"). ROC-Nevada and ROC-Delaware are hereinafter sometimes
collectively referred to as the "Constituent Corporations."
RECITALS
A.
ROC-DELAWARE was incorporated under the laws of the State of Delaware on May
24,
2007. ROC-DELAWARE’s current authorized capital stock consists of 100,000,000
shares of common stock at a par value of $0.0001 per share ("ROC-DELAWARE Common
Stock"), of which 1,500,000 shares are issued and outstanding, and 10,000,0000
shares of blank check preferred stock, par value $.0001 per share, none of
which
have been designated or are outstanding.
B.
ROC-NEVADA was incorporated under the laws of the State of Nevada on October
9,
2007. Its authorized capital stock consists of 100,000,000 shares of Common
Stock, with a par value of $0.0001 per share ("ROC-NEVADA Common Stock"), of
which 1,000 shares are issued and outstanding, all of which are owned by
ROC-DELAWARE, and 10,000,000 shares of blank check preferred stock, par value
$.0001 per share, none of which have been designated or are
outstanding.
C.
The
respective Boards of Directors of ROC-NEVADA and ROC-DELAWARE deem it advisable
and to the advantage of each of the Constituent Corporations that ROC- DELAWARE
merge with and into ROC- NEVADA (the “Merger”) upon the terms and subject to the
conditions set forth in this Merger Agreement for the purpose of effecting
a
change of the state of incorporation of ROC-DELAWARE from Delaware to
Nevada.
D.
The
Boards of Directors of each of the Constituent Corporations have approved this
Merger Agreement.
NOW,
THEREFORE, the parties do hereby adopt the plan of reorganization set forth
in
this Merger Agreement and do hereby agree that ROC-DELAWARE shall merge with
and
into ROC-NEVADA on the following terms, conditions and other
provisions:
1.
MERGER
AND EFFECTIVE TIME. At the Effective Time (as defined below), ROC-DELAWARE,
the
parent, shall be merged with and into ROC-NEVADA, the subsidiary, (the
"Merger"), and ROC-NEVADA shall be the surviving corporation of the Merger
(the
"Surviving Corporation").
The
Merger shall become effective upon the close of business on the date when a
duly
executed copy of Articles of Merger, this Merger Agreement, and all other
required certificates, is filed with the Secretary of States of each of the
State of Delaware and the State of Nevada (the "Effective Time").
2.
EFFECT
OF MERGER. At the Effective Time, the separate corporate existence of
ROC-DELAWARE shall cease; the corporate identity, existence, powers, rights
and
immunities of ROC-NEVADA as the Surviving Corporation shall continue unimpaired
by the Merger; and ROC-NEVADA shall succeed to and shall possess all the assets,
properties, rights, privileges, powers, franchises, immunities and purposes,
and
be subject to all the debts, liabilities, obligations, restrictions and duties
of ROC-DELAWARE, all without further act or deed. The Articles of Incorporation
of the Surviving Corporation shall be the Articles of
Incorporation.
3.
GOVERNING DOCUMENTS. At the Effective Time, the Articles of Incorporation of
ROC-NEVADA in effect immediately prior to the Effective Time shall become the
Articles of Incorporation of the Surviving Corporation and the By-Laws of
ROC-NEVADA in effect immediately prior to the Effective Time shall become the
By-Laws of the Surviving Corporation. These documents are annexed hereto as
Exhibits A and B, respectively.
4.
DIRECTORS, OFFICERS AND COMMITTEES OF THE BOARD. At the Effective Time, the
directors, officers and committee members of ROC-NEVADA shall be and become
the
directors, officers and committee members (holding the same titles and
positions) of the Surviving Corporation and after the Effective Time shall
serve
in accordance with the Articles of Incorporation and By-laws of the Surviving
Corporation.
5.
CONVERSION OF SHARES OF ROC-DELAWARE. Subject to the terms and conditions of
this Agreement, at the Effective Time, each share of ROC-DELAWARE Common Stock
outstanding immediately prior thereto shall be automatically changed and
converted into one fully paid and nonassessable, issued and outstanding share
of
ROC-NEVADA Common Stock.
6.
CANCELLATION OF SHARES OF ROC-DELAWARE. At the Effective Time, all of the
previously issued and outstanding shares of ROC-DELAWARE Common Stock that
were
issued and outstanding immediately prior to the Effective Time shall be
automatically retired and canceled.
7.
STOCK
CERTIFICATES. At and after the Effective Time, all of the outstanding
certificates that, prior to that date, represented shares of ROC-DELAWARE Common
Stock shall be deemed for all purposes to evidence ownership of and to represent
the number of shares of ROC-NEVADA Common Stock into which such shares of
ROC-DELAWARE Common Stock are converted as provided herein.
The
registered owner on the books and records of ROC-DELAWARE of any outstanding
stock certificates evidencing shares of ROC-DELAWARE Common Stock shall, until
such certificates shall have been surrendered for transfer or otherwise
accounted for to ROC-NEVADA or its transfer agent, be entitled to exercise
any
voting and other rights with respect to, and to receive any dividend and other
distributions upon, the shares of ROC-NEVADA Common Stock evidenced by such
outstanding certificates as above provided.
8.
EXCHANGE OF CERTIFICATES. As soon as practicable after the Effective Time,
ROC-NEVADA shall deliver to each holder of ROC-DELAWARE Common Stock appropriate
transmittal forms by which holders of certificates representing ROC-DELAWARE
Common Stock may exchange such certificates for certificates representing a
like
number of shares of ROC-NEVADA Common Stock.
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9.
FURTHER ASSURANCES. From time to time, as and when required by the Surviving
Corporation or by its successors or assigns, there shall be executed and
delivered on behalf of ROC-DELAWARE such deeds, assignments and other
instruments, and there shall be taken or caused to be taken by it all such
further action as shall be appropriate, advisable or necessary in order to
vest,
perfect or confirm, of record or otherwise, in the Surviving Corporation the
title to and possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of ROC-DELAWARE, and otherwise
to
carry out the purposes of this Merger Agreement.
The
officers and directors of the Surviving Corporation are fully authorized in
the
name of and on behalf of ROC-DELAWARE, or otherwise, to take any and all such
actions and to execute and deliver any and all such deeds and other instruments
as may be necessary or appropriate to accomplish the foregoing.
10.
CONDITION. The consummation of the Merger is subject to the approval of this
Merger Agreement and the Merger contemplated hereby by the holders of a majority
of the outstanding shares of ROC-DELAWARE Common Stock prior to or at the
Effective Time.
11.
ABANDONMENT. At any time before the Effective Time, this Merger Agreement may
be
terminated and the Merger abandoned by the Board of Directors of ROC-DELAWARE
or
ROC-NEVADA, notwithstanding approval of this Merger Agreement by the Board
of
Directors and shareholders of ROC-DELAWARE and the Board of Directors of
ROC-NEVADA.
12.
AMENDMENT. At any time before the Effective Time, this Merger Agreement may
be
amended, modified or supplemented by the Boards of Directors of the Constituent
Corporations, notwithstanding approval of this Merger Agreement by the
shareholders of ROC-DELAWARE; provided, however, that any amendment made
subsequent to the adoption of this Agreement by the shareholders of ROC-DELAWARE
or the sole holder of shares of ROC-NEVADA Common Stock shall not: (i) alter
or
change the amount or kind of shares, securities, cash, property and/or rights
to
be received in exchange for or upon conversion of any shares of any class or
series of ROC-DELAWARE; (ii) alter or change any of the terms of the Articles
of
Incorporation of the Surviving Corporation to be effected by the Merger; or
(iii) alter or change any of the terms or conditions of this Merger Agreement
if
such alteration or change would adversely affect the holders of any shares
of
any class or series of ROC-DELAWARE.
13.
TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of
reorganization within the meaning of Section 368(a)(1)(F) of the
Code.
14.
GOVERNING LAW. This Agreement shall be governed by and construed under the
internal laws of the State of Nevada, without reference to the principles of
conflicts of law or choice of laws, except to the extent that the laws of the
State of Delaware would apply in matters relating to the internal affairs of
ROC-DELAWARE and the Merger.
15.
COUNTERPARTS. In order to facilitate the filing and recording of this Merger
Agreement, it may be executed in any number of counterparts, each of which
shall
be deemed to be an original.
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IN
WITNESS WHEREOF, this Merger Agreement is hereby executed on behalf of each
of
the Constituent Corporations and attested by their respective officers hereunto
duly authorized as of the date first written above.
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a
Delaware corporation
By:
/s/ Xxxxxxx Xxxxxxxxx
Secretary
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a
Nevada corporation
By:
/s/
Xxxxx Xxxxxxxx
President
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