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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 an
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