CERTIFICATEOF MERGER OF 22NDCENTURY ACQUISITION SUBSIDIARY, LLC INTO 22NDCENTURY LIMITED, LLC
EX-2.2 10 v209313_ex2-2.htm
CERTIFICATE OF MERGER
OF
22ND CENTURY ACQUISITION SUBSIDIARY, LLC
INTO
22ND CENTURY LIMITED, LLC
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:
| | 1. | The constituent limited liability companies are 22nd Century Acquisition Subsidiary, LLC, a Delaware limited liability company and 22nd Century Limited, LLC, a Delaware limited liability company. |
| | 2. | An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies. |
| | 3. | The name of the surviving limited liability company is 22nd Century Limited, LLC. |
| | 4. | The executed Agreement of Merger is on file at the principal office of 22nd Century Limited, LLC located at 8201 Main Street, Suite 6, Williamsville, NY 14221. |
| | 5. | A copy of the Agreement of Merger will be furnished by 22nd Century Limited, LLC on request and without cost, to any member of any constituent limited liability company. |
| | 6. | The merger shall become effective upon filing of this certificate with the Secretary of State of the State of Delaware. |
| Dated: January 25, 2011 | 22ND CENTURY LIMITED, LLC | |
| By: | /s/ Joseph Pandolfino | |
| Name: Joseph Pandolfino | ||
| Title: Chief Executive Officer | ||
