AGREEMENT OF MERGER BY AND BETWEEN ROUGHNECK SUPPLIES, INC. AND OMNIMMUNE HOLDINGS, INC.
Exhibit
2.1
AGREEMENT
OF MERGER
BY
AND BETWEEN
ROUGHNECK
SUPPLIES, INC.
AND
OMNIMMUNE
HOLDINGS, INC.
THIS AGREEMENT OF MERGER approved on August 4, by Roughneck Supplies, Inc., a
corporation incorporated under the laws of the State of Nevada by resolution
adopted by its Board of Directors and the holders of a majority of the issued
and outstanding common stock of Roughneck Supplies, Inc. on said date, and
approved on August 5, 2008 by Omnimmune Holdings, Inc., a corporation
incorporated under the laws of the State of Delaware, by resolution adopted by
its Board of Directors on said date.
1. Roughneck
Supplies, Inc. shall, pursuant to the provisions of the Nevada Revised Statutes
(the “NRS”) and the Delaware General Corporation Law (the “DGCL”) be merged into
Omnimmune Holdings, Inc., which shall be the surviving corporation upon the
effective date (as defined herein) of the merger in the jurisdiction of its
organization and which is sometimes hereinafter referred to as “OHI” or the
“surviving corporation,” and which shall continue to exist as said surviving
corporation pursuant to the provisions of the DGCL. The separate
existence of RNCK, which is sometimes hereinafter referred to as “RNCK” or the
“non-surviving corporation,” shall cease upon the effective date of the
merger. The effective date of the merger shall be effective as
prescribed by law (the “Effective Date”).
2. The
Articles of Incorporation and Bylaws of OHI upon the Effective Date of the
merger in the jurisdiction of its organization shall be the Articles of
Incorporation and Bylaws of said surviving corporation, and said Articles of
Incorporation and Bylaws shall continue in full force and effect until amended
and changed in the manner provided under the Articles of Incorporation and
Bylaws and prescribed by the provisions of the DGCL.
3. The
directors and officers in office of RNCK at the Effective Date of the merger
shall be the members of the Board of Directors and the officers of the surviving
corporation, all of whom shall hold their directorships and offices until the
election and qualification of their respective successors or until their tenure
is otherwise terminated in accordance with the Bylaws of the surviving
corporation.
4. Each
share of common stock of RNCK which shall be outstanding on the Effective Date
of this Agreement, all rights in respect thereto shall forthwith be changed and
converted into one share of common stock of the surviving
corporation.
5. After the
Effective Date of this Agreement, each holder of an outstanding certificate
representing shares of common stock of RNCK shall surrender the same to the
surviving corporation and each such holder shall be entitled upon such surrender
to receive the number of shares of common stock of the surviving corporation on
the basis provided herein. Until so surrendered, the outstanding
shares of stock of RNCK to be converted into the stock of the surviving
corporation as provided herein, may be treated by the surviving corporation for
all corporate purposes as evidencing the ownership of shares of the surviving
corporation as though said surrender and exchange had taken place. After the
Effective Date of this Agreement, each registered owner of any uncertificated
shares of common stock of RNCK shall have said shares of cancelled and said
registered owner shall be entitled to the number of common shares of the
surviving corporation on the basis provided herein.
6. Upon
the Effective Date of this Agreement, the fiscal year of the surviving
corporation shall begin on January 1st of each
year and end on December 31st of each year.
7. This
Agreement of Merger shall be submitted to the holders of a majority of the
issued and outstanding common stock of RNCK, the Board of Directors of RNCK and
the Board of Directors of OHI for their approval or rejection in the manner
prescribed by the NRS and DGCL, respectively.
8. In
the event that the merger of RNCK into OHI shall have been fully authorized in
accordance with the provisions of said DGCL, and, in the event that this
Agreement of Merger shall have been fully approved and authorized by RNCK in the
manner prescribed by the provisions of the NRS, RNCK and OHI 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 the laws of the
State of Nevada, and that they will cause to be performed all necessary acts
therein and elsewhere to effectuate the merger.
9. Any
officer of RNCK and any officer of OHI are hereby authorized to execute the
Articles of Merger and the Certificate of Merger and any necessary certificates
upon behalf of said corporations, in conformity with the provisions of the NRS
and the DGCL; and the Board of Directors and the proper officers of RNCK and of
OHI, 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 Agreement of Merger or of the merger herein provided for.
10. This
Agreement of Merger may be executed in several counterparts, each of which shall
be deemed to be an original, and all of which when taken together shall be
deemed to be one and the same instrument.
11. If
any term, provision, covenant or restriction contained in this Agreement of
Merger is held by a court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory policy, the remainder of
the terms and conditions contained in this Agreement of Merger shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement of Merger this 6th day of August,
2008.
ROUGHNECK SUPPLIES, INC., a
Nevada corporation
/s/ ▇▇▇▇▇▇
McPhee______
▇▇▇▇▇▇
▇▇▇▇▇▇, President
OMNIMMUNE HOLDINGS, INC., a
Delaware corporation
/s/ ▇▇▇▇▇▇
McPhee_______
▇▇▇▇▇▇
▇▇▇▇▇▇, President