AGREEMENT OF MERGER OF INFO-HOLD, INC., A DELAWARE CORPORATION, AND INFO-HOLD, INC., AN OHIO CORPORATION
OF
INFO-HOLD, INC., A DELAWARE CORPORATION,
AND
INFO-HOLD, INC., AN OHIO CORPORATION
This
Agreement of
Merger
is
adopted by Info-Hold, Inc., a business corporation
organized under the laws of the
State
of Ohio,
by
resolution of its Board of Directors on July 28, 2005, and is adopted by
Info-Hold, Inc., a business corporation organized under the laws of the State
of
Delaware, by resolution of its Board of Directors on July 28, 2005. The names
of
the corporations planning to merge are Info-Hold, Inc., a business corporation
organized under the laws of the State of Ohio and Info-Hold, Inc., a business
corporation organized under the laws of the State of Delaware. The name of
the
surviving corporation is Info-Hold, Inc., a Delaware corporation.
1. Info-Hold,
Inc., an Ohio corporation, and Info-Hold, Inc., a Delaware corporation,
shall
pursuant to the provisions of the Ohio Corporations Act and pursuant to the
provisions of the
Delaware
General Corporation Law, be merged into a single corporation, to wit, Info-Hold,
Inc., a Delaware
corporation, which shall be the surviving corporation
at the effective time of the filing of
this
Agreement of Merger with the State of Delaware. Info-Hold, Inc., a Delaware
corporation may sometimes be referred to as the "Surviving Corporation" and
shall continue to exist in accordance with the provisions of the laws of the
jurisdiction of its organization. The separate existence of info-Hold, Inc.,
an
Ohio corporation, which is hereinafter referred to as the "Non-Surviving
Corporation" shall cease at the effective time and date of the merger in
accordance with
the
provisions of Chapters 1701 and 1704 of the Ohio Revised Code.
2. The
present Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of said Surviving Corporation and said Articles of
Incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the laws of the jurisdiction
of
organization of the Surviving Corporation.
3. The
present Bylaws of the Surviving Corporation will be the bylaws of said Surviving
Corporation and will continue in full force and effect until changed, altered
or
amended as therein provided and in the manner prescribed by the provisions
of
the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The
directors and officers of the Surviving Corporation, which are the same as
the
directors and officers of the Non-Surviving Corporation, at the effective time
and date of the merger shall be the members of the first Board of Directors
and
the first officers of the Surviving Corporation, all of whom shall hold their
respective 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.
5. Each
issued share of the Non-Surviving Corporation immediately before the effective
time and date of the merger shall be converted into 500,000 shares of the same
class of stock of the Surviving Corporation. Fractional shares shall be issued
pro rats basis. For example, .25 shares of the Non-Surviving Corporation shall
become 125,000 shares of the Surviving Corporation (500,000 x .25 = 125,000).
The issued shares of the Surviving Corporation shall not be converted or
exchanged in any manner, but each said share which is issued at the effective
time and date of the merger shall continue to represent one issued share of
the
Surviving Corporation.
6.
The Agreement of Merger herein made and approved shall be submitted to the
shareholders
of the
Surviving and Non-Surviving
Corporation for approval
as required by
the
laws
of the
State of Ohio and the laws of the State of Delaware.
7. In
the
event that the Agreement of Merger shall have been approved by the shareholders
entitled to vote of the Non-Surviving Corporation and by the shareholders
entitled to
vote of
the Surviving Corporation in the manner prescribed by the laws of the State
of
Ohio and the laws of the State of Delaware, the Non-Surviving Corporation and
the Surviving Corporation 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
Ohio and the laws of the State
of
Delaware and
that
they will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
8.
The
Board of Directors and the proper officers of the Non-Surviving Corporation
and
the Board of Directors and the proper officers of the Surviving Corporation
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.
| INFO-HOLD, INC., an Ohio corporation | ||
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By: s/s
Xxxx Xxxxxxxxxx, its President
[Executed
July 28, 2005]
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| INFO-HOLD, INC., a Delaware corporation | ||
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By: s/s Xxxx Xxxxxxxxxx, its President
[Executed July 28, 2005]
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