AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE by and among ALPHA SECURITY GROUP CORPORATION, SOYA CHINA PTE LTD., ALPHA ARIZONA CORP., AND THE SELLING SHAREHOLDERS Dated as of December 31, 2008Agreement and Plan of Merger • January 6th, 2009 • Alpha Security Group CORP • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (the “Agreement”) is made and entered into as of December 31, 2008, by and among Alpha Security Group Corporation, a Delaware corporation (including its successors and assigns, the “Parent” OR “Alpha”), Alpha Arizona Corp., an Arizona corporation, and a wholly owned subsidiary of the Parent (“Alpha Arizona”), Soya China Pte. Ltd., a company incorporated in Singapore (including its successors and assigns, the “Company” or “Target”), Splendid International Holdings Pte. Ltd., Bright Strong Investments Limited and Special Result Limited (BVI) (each a “Selling Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective Time (as defined in Section 6.1 below), collectively the “Selling Shareholders”).
