STATE OF DELAWARE CERTIFICATE OF MERGER OF A21, INC. WITH AND INTO A21, INC. Pursuant to Title 8, Section 252 of the Delaware General Corporation Law (DGCL)

 

 

 

 

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law (“DGCL”)

 

First: The name and jurisdiction of formation or organization of each of the constituent corporations to the Merger are as follows:

 

Name		State
a21, Inc.		Delaware
a21, Inc.		Texas

 

Second: An Agreement and Plan of Merger, dated as of July 7, 2006 (the “Merger Agreement”), between a21, Inc., a Texas corporation (“a21, Inc.-Texas”), and a21, Inc., a Delaware corporation (“a21, Inc.-Delaware”) has been approved, adopted, certified, executed and acknowledged by each of the named entities in accordance with Section 252 of the DGCL.

 

Third: a21, Inc.-Delaware is the surviving entity, and the name of the surviving entity will remain a21, Inc.

 

Fourth: A copy of the Merger Agreement is on file at the principal executive offices of a21, Inc.-Delaware, at 7660 Centurion Parkway, Jacksonville, Florida 32256, and will be furnished by a21, Inc., on request, and without cost, to any stockholder of a21, Inc.-Texas or any stockholder of a21, Inc.-Delaware.

 

Fifth: The merger of a21, Inc.-Texas with and into a21, Inc.-Delaware shall be effective at the time this Certificate of Merger is filed with the Office of the Secretary of State of the State of Delaware.

 

Dated: July 31, 2006

 

A21, INC., a Texas corporation

 

By:_/s/ Albert H. Pleus___________________

Name: Albert H. Pleus

Title: Chief Executive Officer

A21, Inc., a Delaware corporation

By:__/s/ Albert H. Pleus__________________

Name: Albert H. Pleus

Title: President, Secretary & Treasurer