Certificate of Merger between Mercury Air Group, Inc. (New York) and Mercury Air Group, Inc. (Delaware)

Summary

This document certifies the merger of Mercury Air Group, Inc., a New York corporation, into Mercury Air Group, Inc., a Delaware corporation. The agreement was approved by both companies in accordance with Delaware law. The surviving entity is the Delaware corporation, which has amended its Certificate of Incorporation to authorize 18 million shares of common stock and 3 million shares of preferred stock. The document also states that the merger agreement is available to shareholders upon request.

EX-2.2 3 a72364ex2-2.txt EXHIBIT 2.2 1 EXHIBIT 2.2 CERTIFICATE OF MERGER OF MERCURY AIR GROUP, INC., a New York corporation INTO MERCURY AIR GROUP, INC., a Delaware corporation The undersigned corporation DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION MERCURY AIR GROUP, INC. NEW YORK MERCURY AIR GROUP, INC. DELAWARE SECOND: That an agreement between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware. THIRD: That the name of the surviving corporation of the merger is Mercury Air Group, Inc., a Delaware corporation. FOURTH: That the amendments or changes in the Certificate of Incorporation of Mercury Air Group, Inc., a Delaware corporation which is the surviving corporation, that are to be effected by the merger are as follows: Article III of the Certificate of Incorporation of Mercury Air Group, Inc. is hereby amended to read in its entirety as follows: ARTICLE III SHARES The aggregate number of shares which the Corporation has authority to issue is eighteen million (18,000,000) shares of common stock, $.01 par value per share, and three million (3,000,000) shares of preferred stock, $.01 par value per share. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of preferred stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for 1 2 the issuance of such class or series and as may be permitted by the General Corporation Law of Delaware. Such authorization shall include, without limitation, the authority to provide that any such class or series may be: (a) subject to redemption at such time or times and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 5456 McConnell Avenue, Los Angeles, CA 90066. SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Dated: January 11, 2001 Mercury Air Group, Inc., a Delaware corporation By: ------------------------------------ Wayne J. Lovett, Secretary 2