STATE
OF TEXAS
ARTICLES
OF MERGER
OF
A21,
INC.
(a
Texas corporation)
Parent/Non-Survivor
WITH
AND INTO
A21,
INC.
(a
Delaware corporation)
Subsidiary/Survivor
To
the
Secretary of State
State
of
Texas
Pursuant
to the provisions of Article 5.16 of the Texas Business Corporation Act, the
domestic corporation herein named adopts the following articles of merger for
the purpose of merging its domestic parent corporation with and into its
Delaware wholly-owned subsidiary corporation .
1. The
name
of the parent corporation is a21, Inc. (“a21, Inc.-Texas”); and the jurisdiction
under which it is organized is the State of Texas.
2. The
name
of the subsidiary corporation is a21, Inc. (“a21, Inc.-Delaware”); and the
jurisdiction under which it is organized is the State of Delaware.
3. a21,
Inc.-Texas shall be merged with and into a21, Inc.-Delaware, and the separate
existence of a21, Inc.-Texas shall cease.
4. The
surviving entity shall be a21, Inc.-Delaware, and the name of the surviving
entity will remain a21, Inc.
5. The
following is a copy of the resolution to merge the a21, Inc.-Texas with and
into
a21, Inc.-Delaware as adopted by the Board of Directors of the a21, Inc.-Texas
on June 23,
2006:
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“RESOLVED,
that this a21, Inc.-Texas, as the owner of all of the outstanding
shares
of a21, Inc.-Delaware, a business corporation of the State of Delaware,
does hereby merge a21, Inc.-Texas with and into a21, Inc. -
Delaware.”
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RESOLVED,
that the Board of Directors and the proper officers of a21, Inc.-Texas
are
hereby authorized, empowered, and directed to do 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 the merger of a21, Inc.-Texas with and into a21,
Inc.-Delaware.”
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6. The
total
outstanding number of shares of common stock of a21, Inc.-Texas is 77,622,624
and 40,658,362 (52.38%) of the common stock holders approved the Plan of Merger
merging a21, Inc.-Texas with and into a21, Inc.-Delaware. The original Articles
of Incorporation for a21, Inc.-Texas provide for an affirmative majority vote
of
greater than 50% of the holders not a two-thirds vote as required by the Texas
Business Corporation Act (“TBCA”).
7. The
approval of the Plan of Merge was duly authorized by all action required by
the
laws under which a21, Inc.-Delaware was incorporated and by its charter
documents.
8. The
address of the registered office of the a21, Inc.-Delaware, the surviving
entity, in the jurisdiction under the laws of which it is governed is c/o
National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Delaware
19901.
9. a21,
Inc.-Delaware
agrees
that it will within 30 days after the filing of the Certificate of Merger will
promptly pay to the State of Texas all fees and taxes (including penalties
and
interest), if any, due to the State of Texas by a21, Inc.-Texas.
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| Dated:
July 31,
2006 |
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A21,
INC., a Texas
corporation |
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By: |
/s/ Albert
H.
Pleus |
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Name:
Albert H. Pleus
Title:
Chief Executive Officer
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