FORM OF AGREEMENT AND PLAN OF
MERGER
This AGREEMENT
AND PLAN OF MERGER (" Agreement ") dated as of October 22,
2007, is made and entered into by and between RedRoller Corp., a
Nevada corporation ( "Parent" ) and RedRoller Holdings,
Inc., a Delaware corporation ( "Subsidiary" ).
WHEREAS:
A.
Parent is a corporation organized and
existing under the laws of Nevada;
B.
Subsidiary is a corporation organized
and existing under the laws of Delaware and is a wholly owned
subsidiary of Parent;
C.
Parent and Subsidiary and their
respective Boards of Directors deem it advisable and to the
advantage, for the welfare and in the best interests of the
corporations and their respective stockholders to merge Parent with
and into Subsidiary pursuant to the provisions of Nevada Revised
Statutes ( "NRS" ) and the Delaware General Corporation Law
( "DGCL" ) upon the terms and conditions set forth in this
Agreement;
NOW
THEREFORE , in consideration of the premises, the mutual
covenants herein contained and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that Parent shall be merged
into Subsidiary (the "Merger" ) upon the terms and
conditions set forth below.
Article 1
PRINCIPAL TERMS OF THE
MERGER
1.1
Merger
On the Effective Date (as defined in Section 4.1 below), Parent
shall be merged into Subsidiary and the spearate existence of
Parent shall cease. Subsidiary shall be the surviving corporation
(sometimes hereinafter referred to as the "Surviving
Corporation" ) in the Merger and shall oeerate under the name
"RedRoller Holdings, Inc." by virtue of, and shall be governed by,
the laws of Delaware. The address of the registered office of the
Surviving Corporation in Delaware will be The Corporation Trust
Centre, 1209 Orange Street, in the City of Wilmington, County of
New Castle, Delaware 19801, and the registered agent in charge
thereof shall be The Corporation Trust Company.
1.2
Certificate of Incorporation
of the Surviving Corporation
The amended and restated certificate of incorporation of the
Surviving Corporation shall be the certificate of incorporation of
Subsidiary as in effect on the date hereof without change unless
and until amended in accordance with applicable law.
1.3
Bylaws of the Surviving
Corporation
The bylaws of the Surviving Corporation shall be the bylaws of
Subsidiary as in effect on the date hereof without change unless
and until amended or repealed in accordance with applicable
law.
1.4
Directors and
Officers
At the Effective Date of the Merger, the directors and officers
of Parent in office at the Effective Date of the Merger shall
become the directors and officers, respectively, of the Surviving
Corporation, each of such directors and officers to hold office,
subject to the applicable provisions of the certificate of
incorporation and bylaws of the Surviving Corporation and the DGCL,
until his or her successor is duly elected or appointed and
qualified.
Article 2
CONVERSION, CERTIFICATES AND
PLANS
2.1
Conversion of
Shares
At the Effective Date of the Merger,
each of the following transactions shall be deemed to occur
simultaneously:
(a)
Common Stock / Each
share of Parent's common stock, $0.001 par value per share (
"Parent Stock" ), issued and outstanding immediately before
the Effective Date of the Merger shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted
into and become one validly issued, fully paid and nonassessable
share of the Surviving Corporation's common stock, $0.001 par value
per share (the "Surviving Corporation Stock" ).
(b)
Options . Each option
to acquire shares of Parent Stock outstanding immediately before
the Effective Date of the Merger shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted
into and become an equivalent option to acquire, upon the same
terms and conditions, the number of shares of Surviving Corporation
Stock that is equal to the number of shares of Parent Stock that
the optionee would have received had the optionee exercised such
option in full immediately before the Effective Date of the Merger
(whether or not such option was then exercisable) and the exercise
price per share under each such option shall be equal to the
exercise price per share thereunder immediately before the
Effective Date of the Merger, unless otherwise provided in the
instrument granting such option.
(c)
Other Rights . Any
other right, by contract or otherwise, to acquire shares of Parent
Stock outstanding immediately before the Effective Date of the
Merger shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into and become a right to
acquire, upon the same terms and conditions, the number of shares
of Surviving Corporation Stock that is equal to the number of
shares
