ARTICLES OF MERGER OF
TRUST LICENSING, INC.
These Articles of Merger entered into as of this 23rd day of August
2004, by and between Trust Licensing, LLC., a Florida limited liability
corporation ("Trust") and Trust Licensing, Inc., a Florida corporation (the
"Surviving Corporation") (Trust and the Surviving Corporation are collectively
the "Parties"). All capitalized terms not defined herein shall have the meaning
set forth in the Agreement and Plan of Merger by and among New Mountaintop
Corporation, the Surviving Corporation and Trust (the "Merger Agreement").
WHEREAS the Surviving Corporation has authorized capital stock of
10,000 shares of common stock, par value $1.00 per share, of which 100 shares
have been duly issued and are outstanding; and
WHEREAS Trust has three members who hold 100% of the membership interests in
Trust; and
WHEREAS the board of directors of the Surviving Company and the manager
of Trust, deem it advisable and generally to the advantage and welfare of the
Parties and recommend to their respective shareholders and members that Trust
merge with the Surviving Corporation under and pursuant to the provisions of
Florida Business Corporation Act ("FBCA") and the Florida Limited Liability
Company Act ("FLLCA"); and
WHEREAS, the board of directors and shareholders of the Surviving
Corporation and the manager and members of Trust have approved the terms and
conditions of the merger;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Parties have agreed, and do hereby agree, that
Trust shall merge into the Surviving Corporation upon the terms and conditions
below stated.
1. Adoption and Approval of Agreement. Pursuant to Sections 607.0702
and 607.0821, 607.1101 and 607.1103 of the FBCA, the directors of the Surviving
Corporation by unanimous written consent on August 23, 2004 and the shareholder
of the Surviving Corporation, by the unanimous written consent of the
shareholders entitled to vote, approved the Merger Agreement on August 23, 2004.
Pursuant to Sections 608.4231, 608.438 and 608.4381 of the FLLCA, the manager
and the members of Trust by unanimous written consent on August 23, 2004 have
adopted and approved the Merger Agreement.
2. Agreement to Merge. The Parties hereby agree that Trust shall be
merged with and into the Surviving Corporation.
3. Effective Date. The merger of the undersigned corporations shall
become effective upon the filing of the Articles of Merger with the Florida
Secretary of State (the "Effective Date").
4. Name of Merged Corporation. The name of the Surviving Corporation shall
remain Trust Licensing, Inc.
5. Agreement. The executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation located at 000 X. Xxxx Xxxxxx
Xxxx, Xxxxx X000-0000, Xxxxxxxxxx, XX 00000.
6. Manner and Basis for Conversion of Shares. The authorized capital
and number of shares issued and outstanding of the Surviving Corporation shall
not change. As set forth in the Merger Agreement, the membership interests of
Trust shall convert into the right to receive 270,072,000 shares of common stock
of the parent of the Surviving Corporation.
7. Certifications of Board Approval. The undersigned manager of Trust
hereby certifies that he adopted the Merger Agreement by unanimous written
consent on August 23, 2004. The undersigned secretary of the Surviving
Corporation hereby certifies that the board of directors of the Surviving
Corporation adopted the Merger Agreement by unanimous written consent on August
23, 2004.
8. Shareholder and Member Approvals. The undersigned manager of Trust
hereby certifies that the sole member of Trust approved the Merger Agreement by
unanimous written consent on August 23, 2004. The undersigned secretary of the
Surviving Corporation hereby certifies that the sole shareholder of the
Surviving Corporation approved the Merger Agreement by unanimous written consent
on August 23, 2004.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be executed by the persons named below pursuant to authority given by
their respective boards of directors.
Trust Licensing, Inc., a Florida corporation
By: _____________________________________
Xxxx Xxxxxx, President and Secretary
Trust Licensing, LLC, a Florida limited liability company
By: _______________________________________
Xxxxxxx Xxxx, Manager
