Certificate of Merger between Towerstream Acquisition, Inc. and Towerstream Corporation

Summary

This document certifies the merger of Towerstream Acquisition, Inc. into Towerstream Corporation, both Delaware corporations. The merger was approved according to Delaware law, with Towerstream Corporation as the surviving entity. The Certificate of Incorporation of Towerstream Corporation remains unchanged. The merger becomes effective upon filing, and the Merger Agreement is available to shareholders upon request at no cost.

EX-2.2 3 file3.htm CERTIFICATE OF MERGER OF TOWERSTREAM ACQUISITION

EXHIBIT 2.2 CERTIFICATE OF MERGER OF TOWERSTREAM ACQUISITION, INC. A DELAWARE CORPORATION WITH AND INTO TOWERSTREAM CORPORATION A DELAWARE CORPORATION (PURSUANT TO TITLE 8, SECTION 251(c) OF THE DELAWARE GENERAL CORPORATION LAW) The undersigned corporations, each organized and existing under and by virtue of the General Corporation Law of the State of Delaware, do hereby certify: FIRST: Towerstream Acquisition, Inc. is being merged into Towerstream Corporation and the name of the surviving corporation is Towerstream Corporation SECOND: That an agreement of merger and plan of reorganization (the "Merger Agreement"), whereby Towerstream Acquisition, Inc. is merged with and into Towerstream Corporation, 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 Towerstream Corporation 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 Towerstream Corporation, 55 Hammerlund Way, Middletown, Rhode Island 02842. 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 12th day of January, 2007. TOWERSTREAM CORPORATION By: /s/ Jeffrey M. Thompson ------------------------------------ Name: Jeffrey M. Thompson Title: Chief Executive Officer TOWERSTREAM ACQUISITION, INC. By: /s/ Paul Pedersen ------------------------------------ Name: Peter Pedersen Title: President, Treasurer and Secretary