Certificate of Merger Between Vsource, Inc. (Nevada) and Vsource, Inc. (Delaware)

Summary

This document certifies the merger of Vsource, Inc., a Nevada corporation, into Vsource, Inc., a Delaware corporation. The Delaware corporation is the surviving entity and will continue under its existing name and certificate of incorporation. The merger was approved by both corporations in accordance with applicable state laws. The agreement of merger is available at the principal office in Ventura, California, and can be provided to any stockholder upon request. The merger became effective on November 8, 2000.

EX-4.2 5 0005.txt State of Delaware PAGE 1 Office of the Secretary of State -------------------------------- I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "VSOURCE, INC.", A NEVADA CORPORATION, WITH AND INTO "VSOURCE, INC." UNDER THE NAME OF "VSOURCE, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE EIGHTH DAY OF NOVEMBER, A.D. 2000, AT 9:15 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. [SEAL] /S/ EDWARD J. FREEL ---------------------- Edward J. Freel, Secretarey of State ###-###-#### 8100M AUTHENTICATION: 0781052 001559073 DATE: 11-08-00 CERTIFICATE OF MERGER OF VSOURCE, INC., a Nevada corporation WITH AND INTO VSOURCE, INC., a Delaware corporation It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) Vsource, Inc., which is incorporated under the laws of the State of Nevada; and (ii) Vsource, Inc., which is incorporated under the laws of the State of Delaware. 2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the Delaware General Corporation Law, to wit, by Vsource, Inc., a Nevada corporation, in accordance with the laws of the State of Nevada and by Vsource, Inc., a Delaware corporation, in the same manner as is provided in Section 251 of the Delaware General Corporation Law. 3. The name of the surviving corporation in the merger herein certified is Vsource, Inc., a Delaware corporation, which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law. 4. The Certificate of Incorporation of Vsource, Inc., a Delaware corporation, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed in accordance with the provisions of the Delaware General Corporation Law. -1- 5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: 5740 Ralston Street, Suite 110 Ventura, California 93003 6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituents corporations. 7. The authorized capital stock of Vsource, Inc., a Nevada corporation, consists of 50,000,000 shares of common stock, par value $0.01 per share, 2,900,000 shares of Series 1-A Convertible Preferred Stock, par value $0.01 per share, and 2,100,000 shares of Series 2-A Convertible Preferred Stock, par $0.01 per share. -2- Executed on this 3rd day of November, 2000 VSOURCE, INC., a Delaware corporation /s/ Robert C. McShirley -------------------------- Robert C. McShirley, President VSOURCE, INC., a Nevada corporation /s/ Robert C. McShirley -------------------------- Robert C. McShirley, President -3-