EXHIBIT EX-2.2
AGREEMENT AND
CERTIFIED BOARD RESOLUTION OF
BOARD OF DIRECTORS
OF PROVANTAGE, INC.
RESOLVED:
I. That Manhattan Transfer Registrar Co. of New York, N.Y.
be and hereby is appointed Transfer Agent and Registrar of the
common stock of this Corporation.
II. That the Transfer Agent and Registrar be and hereby is
authorized to issue, register and counter-sign certificates of
said stock of this Corporation in such names and for such numbers
of shares up to the full amount of such stock which is authorized
and unissued, and deliver such certificates as may be directed by
resolution of the Board of Directors or by written order of the
President or a Vice-president or Assistant Secretary or Treasurer
and an opinion of counsel in form and substance satisfactory to
it and such other documentation as it may require.
III. That the Transfer Agent and Registrar be and hereby is
authorized to accept for transfer and registration any
outstanding certificates of said stock of the Corporation
properly endorsed and stamped as required by law, and to issue,
register and countersign new certificates for a like number of
the same class of stock in place thereof and to deliver such new
certificates.
IV. That the said Transfer Agent and Registrar may use its own
judgment on matters affecting its shares hereunder and shall be
liable only for its own willful default or negligence, and that
this Corporation indemnifies and holds harmless the said Transfer
Agent and Registrar for each act done by it in good faith in
reliance upon any instrument or stock certificate believed by it
to be genuine and to be signed, countersigned or executed by any
person or persons authorized to sign, countersign or execute the
same.
V. That any certificates of the said stock issued, registered
and countersigned by the Transfer Agent and Registrar shall bear
the actual or facsimile signature of the present or any future
President or Vice-president and Secretary or Assistant Secretary
and the actual or facsimile seal of this Corporation. Should any
officer die, resign or be removed from office prior to the
issuance of any certificates of stock which bear his signature,
the Transfer Agent and Registrar may continue, until written
notice to the contrary is received, to issue and register such
certificates and for the stock certificates of this Corporation
notwithstanding such death, resignation or removal and such
certificates when issued and registered shall continue to be and
to constitute valid certificates of stock of the Corporation.
VI. The Transfer Agent and Registrar shall issue and register a
new certificate or certificates of said stock in lieu of lost,
destroyed or stolen certificate or certificates of such stock
upon the order of the Corporation, evidenced by a certified copy
of a resolution of the Board of Directors, or written direction
of the President or a Vice-president or Secretary or Treasurer,
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and upon the giving of a bond satisfactory to the Transfer Agent
and Registrar, protecting it from any loss.
VII. That the Transfer Agent and Registrar is authorized and
directed to open and maintain such ledgers and other books and to
keep such records as may be required or deemed advisable in the
performance of its agency.
VIII. That this appointment and the authorizations in these
resolutions contained shall cover and include and additional
shares of said class of stock which may hereafter be authorized
by this Corporation.
IX. That when certificates of this Corporation's stock shall be
presented to it for transfer and registration, the Transfer Agent
and Registrar is hereby authorized to refuse to transfer and
register the same until it is satisfied that the requested
transfer is legally in order, and that this Corporation shall
indemnify and hold harmless the Transfer Agent and Registrar and
the Transfer Agent and Registrar shall incur no liability for the
refusal, in good faith, to make transfer which it, in its
judgment, deems improper or unauthorized. The Transfer Agent and
Registrar may rely upon the Uniform Commercial Code and generally
accepted industry practice in effecting transfers, or delaying or
refusing to effect transfers.
X. That when the said Transfer Agent and Registrar deems it
expedient it may apply to this Corporation, or the counsel for
the Corporation, or to its own counsel for instructions and
advice, that this Corporation will promptly furnish or will cause
its counsel to furnish such instructions and advice, and for any
action taken in accordance with such instruction or advice, or in
case such instructions and advice shall not be promptly furnished
as required by this resolution, this Corporation will indemnify
and hold harmless said Transfer Agent and Registrar from any and
all liability, including attorneys fees and court costs. The
Transfer Agent and Registrar may, at its discretion, but shall
have no duty to prosecute or defend any action or suit arising
out of authorizations hereby granted unless this Corporation
shall, when requested, furnish it with funds or the equivalent to
defray the costs of such prosecution or defense.
XI. That the said Transfer Agent and Registrar may deliver from
time to time at its discretion, to this Corporation, for
safekeeping or disposition by the Corporation in accordance with
law, such records accumulated in the performance of its duties as
it may deem expedient, and this Corporation assumes all
responsibility for any failure thereafter to produce any paper,
record or document so returned if, and when, required.
XII. That the Corporation shall indemnify and hold harmless said
Transfer Agent and Registrar from any and all liability,
including attorneys fees and court costs, for any action taken by
the Transfer Agent and Registrar in connection with its
appointment and conduct as Transfer Agent and Registrar, except
for said agent s own willful misconduct or negligence, and shall
at the request of said Registrar and Transfer Agent, defend any
action brought against the agent hereunder.
XIII. That the Transfer Agent and Registrar is authorized to
forward certificates of Stock, Script and Warrants of this
Corporation issued on transfer or otherwise by first class mail
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under a blanket bond of indemnity covering the non-receipt of
such Stock, Script and Warrants by any of the stockholders of
this Corporation, in which bond this Corporation and the Transfer
Agent and Registrar are directly or indirectly named as obliges.
That in the event of non-receipt by any stockholder of this
Corporation of Certificates of Stock, Script and Warrants so
mailed, the Transfer Agent and Registrar is authorized to issue
and register new certificates of said Stock, Script and Warrants
for a like amount in place thereof, upon receipt from the
stockholders of an affidavit and proof of loss provided for under
said blanket bond and the issuance by the Surety Company of an
assumption of the loss under said blanket bond, all without
further action or approval of the Board of Directors or the
officers of this Corporation.
XIV. That the proper officers of this Corporation be and they
hereby are authorized and directed to deliver to the Transfer
Agent and Registrar a sufficient supply of blank stock
certificates and to renew such supply from time to time upon
request of the Transfer Agent and Registrar and to pay the
Transfer Agent and Registrar its prevailing fees and reimburse it
for disbursements incurred by it when and as the same are billed
to this Corporation which, to the event such fees and
disbursements remain unpaid, hereby grants to eh Transfer Agent
and Registrar a lien on the books, records and other property of
this Corporation in the custody or possession of the Transfer
Agent and Registrar.
XV. That the Transfer Agent and Registrar is hereby authorized
without any further action on the part of this Corporation to
appoint a successor Transfer Agent and Registrar any corporation
or company which may succeed to the business of the Transfer
Agent or Registrar by merger, consolidation or otherwise (such
corporation or company being hereafter called the Successor the
Successor to have the same authority and appointment contained in
this resolution as if this Corporation itself had appointed it
Transfer Agent and Registrar. The Successor shall, when
appointed, be the Agent of this Corporation and not an Agent of
Manhattan Transfer Registrar Co.
XVI. That the Secretary or Assistant Secretary be and hereby are
instructed to certify a copy of these resolutions under the seal
of this Corporation and lodge the same with Manhattan Transfer
Registrar Co., together with such certified documents, opinions
of counsel, certificates, specimen signatures of officers and
information as the Manhattan Transfer Registrar Co. may require,
it being understood and agreed that Manhattan Transfer Registrar
Co. shall be fully protected and held harmless for the failure of
this Corporation to give proper and sufficient notice of such
change.
XVII. That this document, when executed by the Corporation,
shall constitute the full agreement between it and Manhattan
Transfer Registrar Co. and shall not be amended or modified
except in writing signed by both parties.
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XVIII. This agreement shall be interpreted under the laws of the
State of New York.
Certificate of Secretary
I, ▇▇▇▇▇ ▇▇▇▇▇, Secretary of ProVantage, Inc. a corporation duly
and validly existing under the laws of the State of Florida do
hereby certify:
A. That the foregoing is a true copy of a certain Resolution
duly adopted, in accordance with the By-Laws, by the Board of
Directors of the said Corporation, at and recorded in the minutes
of a meeting of the said Board duly held on June 11, 1996, and of
the whole of the said Resolution, and that the said Resolution
has not been recorded or modified.
B. That, accompanying this Certificate are:
1. A copy of the Charter or Certificate of
Incorporation of the said Corporation, with all amendments to
date, duly certified under official seal by the State Officer
having custody of the original thereof;
2. A true and complete copy of the By-laws of the said
Corporation, as at present in force;
3. A signature card bearing the name and specimen
signatures of all the officers of the said Corporation;
4. Specimens of certificates of each denomination and
class of stock of the said Corporation in the form adopted by the
said Corporation and;
5. An opinion by counsel for the Corporation covering
validity of the outstanding shares referred to in the
aforementioned Resolution and their resolution or exemption from
registration under the Securities Act of 1933 as amended.
C. That the total authorized stock of the said Corporation is:
100,000,000 shares, divided into 80,000,000 Common and
20,000,000 Preferred.
That of the said authorized stock, there are now issued:
380,000 Shares of Common Stock of .0001 par Value each and zero
Shares of Preferred Stock of .0001 par Value that such issue has
been duly authorized and that all of the said shares are fully
paid.
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D. That the following data are true and correct with respect
to the said Corporation:
Names of Officers Addresses
President ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Vice-President N/A
Secretary ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Treasurer ▇▇▇▇▇ ▇▇▇▇▇ (above)
Counsel ▇▇▇▇▇ ▇▇▇▇▇▇▇▇/
▇▇▇▇▇▇▇ ▇.▇.&C. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Address of the Corporation ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
In Witness Whereof, I have hereunto set my hand, and affixed
the seal of the said Corporation, this 11th Day of June 1996.
(Corporate Seal)___________________________________
Agreed To and Accepted Manhattan Transfer Registrar Company
(Corporate Seal)By ▇▇▇▇▇▇ ▇▇▇▇
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