STATE
OF DELAWARE
CERTIFICATE
OF MERGER
OF
A21,
INC.
WITH
AND INTO
A21,
INC.
Pursuant
to Title 8, Section 252 of the Delaware General Corporation Law
(“DGCL”)
First:
The
name and jurisdiction of formation or organization of each of the constituent
corporations to the Merger are as follows:
| Name |
|
State |
| a21, Inc. |
|
Delaware |
| a21, Inc. |
|
Texas |
Second:
An
Agreement and Plan of Merger, dated as of July 7, 2006 (the “Merger
Agreement”),
between a21,
Inc., a Texas corporation (“a21, Inc.-Texas”), and a21, Inc., a Delaware
corporation (“a21, Inc.-Delaware”) has
been
approved, adopted, certified, executed and acknowledged by each of the named
entities in accordance with Section 252 of the DGCL.
Third:
a21,
Inc.-Delaware is the surviving entity, and the name of the surviving entity
will
remain a21, Inc.
Fourth:
A copy
of the Merger Agreement is on file at the principal executive offices of a21,
Inc.-Delaware, at 7660 Centurion Parkway, Jacksonville, Florida 32256, and
will
be furnished by a21, Inc., on request, and without cost, to any stockholder
of
a21, Inc.-Texas or any stockholder of a21, Inc.-Delaware.
Fifth:
The
merger of a21, Inc.-Texas with and into a21, Inc.-Delaware shall be effective
at
the time this Certificate of Merger is filed with the Office of the Secretary
of
State of the State of Delaware.
Dated:
July 31, 2006
A21,
INC., a Texas corporation
By:_/s/
Albert H. Pleus___________________
Name:
Albert H. Pleus
Title:
Chief Executive Officer
A21,
Inc., a Delaware corporation
By:__/s/
Albert H. Pleus__________________
Name:
Albert H. Pleus
Title:
President, Secretary & Treasurer