Certificate of Merger Between Reland Acquisition, Inc. and Relationserve, Inc.

Summary

This document certifies the merger of Reland Acquisition, Inc. into Relationserve, Inc., both Delaware corporations. The merger was approved according to Delaware law, with Relationserve, Inc. as the surviving company. The merger becomes effective upon filing, and the surviving company's certificate of incorporation remains unchanged. The merger agreement is available at the principal office and can be provided to any stockholder upon request.

EX-2.2 3 ex22to8k06310_06102005.htm sec document

Exhibit 2.2 CERTIFICATE OF MERGER OF RELAND ACQUISITION, INC. A DELAWARE CORPORATION WITH AND INTO RELATIONSERVE, INC. A DELAWARE CORPORATION (PURSUANT TO TITLE 8, SECTION 251(C) OF THE DELAWARE GENERAL CORPORATION LAW) The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: Reland Acquisition, Inc. is being merged into Relationserve, Inc. and the name of the surviving corporation is Relationserve, Inc. SECOND: That an agreement of merger and plan of reorganization (the "Merger Agreement"), whereby Reland Acquisition, Inc. is merged with and into Relationserve, Inc., has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Title 8, Section 251(c) of the General Corporation Law of the State of Delaware. THIRD: That the Certificate of Incorporation of Relationserve, Inc. shall be the Certificate of Incorporation of the surviving corporation. FOURTH: That the merger is to become effective upon filing. FIFTH: That the executed Merger Agreement is on file at the principal place of business of the surviving corporation located at c/o Olshan Grundman Frome Rosenzweig & Wolosky LLP, 65 East 55th Street, New York, New York 10022. SIXTH: That a copy of the Merger Agreement will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned has executed this certificate as of the 10th day of June, 2005. RELATIONSERVE, INC. By: /s/ Danielle Karp -------------------------- Name: Danielle Karp Title: President RELAND ACQUISITION, INC. By: /s/ Scott Young -------------------------- Name: Scott Young Title: President