AGREEMENT OF MERGER
Exhibit
2.2
AGREEMENT
OF MERGER
Now, on this 17 day of May, 2010, the
Xxxxx Xxx Industry Corporation, an Oregon corporation, and the Xxxxx Xxx
Industry Corporation, a Nevada corporation, have entered into the following
Agreement of Merger:
WITNESSETH that:
WHEREAS, the respective Boards
of Directors of the foregoing named corporations deem it advisable that the
corporations merge into a single corporation as hereinafter specified;
and
WHEREAS, said Xxxxx Xxx
Industry Corporation, an Oregon corporation, filed its Certificate of
Incorporation in the office of the Secretary of State of the State of Oregon on
January 22, 2009; and
WHEREAS, said Xxxxx Xxx
Industry Corporation, a Nevada corporation, filed its Certificate of
Incorporation in the office of the Secretary of State of the State of Nevada on
May 17, 2010; and
WHEREAS, Xxxxx Xxx Industry
Corporation, a Nevada corporation is the wholly owned subsidiary of Xxxxx Xxx
Industry Corporation, an Oregon corporation;
NOW, THEREFORE, the
corporations, parties to this Agreement, by and between their respective Boards
of Directors, in consideration of the mutual covenants, agreements and provision
hereinafter contained, do hereby prescribe the terms and conditions of said
merger and of carrying the same into effect as follows:
FIRST, the Xxxxx Xxx Industry
Corporation, an Oregon corporation, hereby merges into Xxxxx Xxx Industry
Corporation, a Nevada corporation, which shall be the surviving
corporation.
SECOND, the Certificate of
Incorporation of Xxxxx Xxx Industry Corporation, a Nevada corporation, as in
effect on the date of the merger provided for in this Agreement, shall continue
in full force and effect as the Certificate of Incorporation of the corporation
surviving this merger.
THIRD, the manner of
converting the outstanding shares of each of the constituent corporations shall
be as follows:
Each
share of Xxxxx Xxx Industry Corporation, an Oregon corporation, shall be
exchanged for one share of Xxxxx Xxx Industry Corporation, a Nevada
corporation.
FOURTH, this merger shall
become effective upon filing with the Secretary of State of the State of
Oregon.
Dated:
May 17, 2010
