ARTICLES OF SHARE EXCHANGE of Cruisestock, Inc. and Brookside Technology Partners, Inc.
Exhibit 3.3
ARTICLES OF SHARE EXCHANGE
of
Cruisestock, Inc.
and
Brookside Technology Partners, Inc.
of
Cruisestock, Inc.
and
Brookside Technology Partners, Inc.
Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the
undersigned corporations adopt the following Articles of Share Exchange.
An Agreement and Plan of Exchange has been adopted in accordance with the provisions of
Article 5.03 of the Texas Business Corporation Act providing for the Share Exchange of the shares
of Brookside Technology Partners, Inc. into shares of Cruisestock, Inc. The plan of Exchange is on
file at the principal place of business of Cruisestock, Inc., at 0000 Xxxxxxx Xxxx., Xxxxxx, XX
00000. A copy of the plan of Exchange will be furnished by Cruisestock, Inc. on written request
and without cost, to any shareholder of Cruisestock, Inc. or Brookside Technology Partners, Inc.
1. The names of the corporations participating in the Share Exchange and in the States under
the laws of which they are respectively organized are as follows:
Name of Corporation | State | |
Cruisestock, Inc. | Texas | |
Brookside Technology Partners, Inc. | Texas |
2. The plan of Exchange was duly approved by 100% of the shareholders of Brookside Technology
Partners, Inc. Shareholder approval of the plan of Share Exchange was not required of the
shareholders of Cruisestock, Inc.
3. As to each of the undersigned corporations, the approval of whose shareholders is required,
the number of shares outstanding, and, if the shares of any class or series are entitled to vote as
a class, the designation and number of outstanding shares of each such class or series are as
follows:
Number of | Number of Shares | |||||||
Names of | Shares | Designation | Entitled to | |||||
Corporations | Outstanding | of class | vote as a class | |||||
Brookside Technology
|
217,800 | Common Stock | N/A | |||||
Partners, Inc. |
1
As to each of the undersigned corporations, the total number of shares voted for and against
the plan, respectively, and, as to each class entitled to vote thereon as a class, the number of
shares of each such class voted for and against the plan respectively, are as follows:
Number of Shares | ||||||||||||||||
Total | Total | Entitled to Vote as a class | ||||||||||||||
Voted | Voted | Voted | Voted | |||||||||||||
Name of Corporation | For | Against | Class | For | Against | |||||||||||
Brookside Technology
|
217,800 | 0 | N/A | |||||||||||||
Partners, Inc. |
4. As to each acquiring domestic or foreign corporation in a plan of exchange, the plan and
performance of its terms were duly authorized by all action required by the laws under which it was
incorporated or organized and by its constituent documents.
Dated February __, 2007
CRUISESTOCK, INC. |
||||
By: | ||||
Xxxx Xxxxxxx, Chief Executive Officer |
BROOKSIDE TECHNOLOGY PARTNERS, INC. |
||||
By: | ||||
Xxxxxxx Xxxx, Managing Partner | ||||
2