CERTIFICATEOF MERGER OF IRUSACQUISITION CORP. WITHAND INTO THEIRUS GROUP, INC. _______________________________________________________ Pursuantto Section 252 of the GeneralCorporation Law of the State of Delaware _______________________________________________________

EX-2.1 2 v164402_ex2-1.htm Unassociated Document
CERTIFICATE OF MERGER
OF
IRUS ACQUISITION CORP.
WITH AND INTO
THE IRUS GROUP, INC.
_______________________________________________________

Pursuant to Section 252 of the
General Corporation Law of the State of Delaware
_______________________________________________________

The Irus Group, Inc., a Delaware corporation (“Irus”), does hereby certify to the following facts relating to the merger (the “Merger”) of Irus Acquisition Corp. (“IAC”) with and into Irus:

FIRST:
Irus and IAC are both incorporated pursuant to the General Corporation Law of the State of Delaware. IAC and Irus are the constituent corporations in the Merger.

SECOND:
An Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) has been approved, adopted, certified, executed, and acknowledged by each of the constituent corporations in accordance with the provisions of Section 252(c) of the General Corporation Law of the State of Delaware.

THIRD:
The surviving corporation shall be Irus.

FOURTH:
Upon the effectiveness of the Merger, the Certificate of Incorporation of Irus shall  continue to be the Certificate of Incorporation of the surviving corporation until  amended and changed pursuant to the provisions of the Delaware General Corporation Law.

FIFTH:
The Certificate of Incorporation of the surviving corporation is set forth in Exhibit A attached hereto.

SIXTH:
The executed Merger Agreement is on file at the office of the surviving corporation, the address of which is as follows:

46950 Jennings Farm Drive
Suite 290
Sterling, VA 20164

SEVENTH:
A copy of the Merger Agreement will be furnished by the surviving corporation, on request, and without cost, to any stockholder of either of the constituent corporations.
 
EIGHTH:
This Certificate of Merger shall become effective on October 26 2009 (for accounting purposes only).
 
 
 
 

IN WITNESS WHEREOF, The Irus Group, Inc. has caused this Certificate of Merger to be executed by its duly authorized officers as of October 26, 2009.
 
  THE IRUS GROUP, INC.  
     
     
       
 
By:
/s/ Vijay Suri  
 
Name:  
Vijay Suri
  
 
Title:
President  and CEO