Certificate and Articles of Merger between Netplex Systems, Inc. (Virginia) and Netplex Systems, Inc. (Delaware)

Summary

This document certifies the merger of Netplex Systems, Inc., a Virginia corporation, into Netplex Systems, Inc., a Delaware corporation. The merger was approved by both companies' boards and shareholders, with the Delaware corporation as the surviving entity. The agreement follows Delaware and Virginia laws, and the surviving corporation will provide a copy of the merger agreement to any stockholder upon request. The merger consolidates the two entities under Delaware law, with all relevant corporate documents and approvals in place as of June 29, 2001.

EX-2.A 2 dex2a.txt EXHIBIT 2(A) CERTIFICATE OF MERGER of NETPLEX SYSTEMS, INC. a Virginia corporation into NETPLEX SYSTEMS, 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 - ---- ---------------------- Netplex Systems, Inc. Virginia Netplex Systems, Inc. Delaware SECOND: That an Agreement and Plan of Merger 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 Netplex Systems, Inc., a Delaware corporation. FOURTH: That the Certificate of Incorporation of Netplex Systems, Inc., a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation. FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 1800 Robert Fulton Way, Suite 250, Reston, Virginia 20191. 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 either constituent corporation. SEVENTH: That the authorized capital stock of Netplex Systems, Inc., a Virginia corporation, is 20,005,250 shares, consisting of (i) 20,000,000 VOTING shares of Common Stock, par value $.001 per share (the "Common Stock") and (ii) 5,250 NON-VOTING shares of Preferred Stock, par value $.01 per share (the "Preferred Stock"). Dated: ___________, 2001 NETPLEX SYSTEMS, INC., a Delaware Corporation By:_________________________________ Robert Barcum, President ARTICLES OF MERGER OF NETPLEX SYSTEMS, INC., a Virginia corporation AND NETPLEX SYSTEMS, INC., a Delaware corporation The undersigned corporations, pursuant to Title 13.1, Chapter 9, Article 12 of the Code of Virginia, hereby execute the following articles of merger and set forth: ONE Netplex Systems, Inc., a Virginia corporation ("Netplex Virginia"), pursuant to an Agreement and Plan of Merger dated as of June 29, 2001 (the "Agreement"), which Agreement is attached hereto and incorporated herein by reference, will merge with and into Netplex Systems, Inc., a Delaware corporation ("Netplex Delaware"). Netplex Delaware will be the surviving corporation and Netplex Virginia will be merged out of existence. The merger is permitted by the laws of the State of Delaware and Netplex Delaware has complied with all applicable laws of the State of Delaware in effecting the merger. TWO The plan of merger was adopted by unanimous written consents of the board of directors and shareholders of Netplex Virginia and by the unanimous written consent of the shareholders of Netplex Delaware. The undersigned declare that the facts herein stated are true as of June 29, 2001. NETPLEX SYSTEMS, INC., a Virginia Corporation __________________________________ Robert Barcum, President NETPLEX SYSTEMS, INC., a Delaware corporation __________________________________ Robert Barcum, President