Attached files
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State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
03:37 PM 01/11/2008
FILED
03:37 PM 01/11/2008
SRV 080036771 – 4384522
FILE
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STATE
OF DELAWARE
CERTIFICATE
OF MERGER OF
DOMESTIC
CORPORATION AND
FOREIGN
LIMITED LIABILITY COMPANY
Pursuant
to Title 8, Section 264(c) of the Delaware General Corporation Law, the
undersigned corporation executed the following Certificate of
Merger:
FIRST: The
name of the surviving corporation is Janex International,
Inc., a Delaware Corporation, and
the name of the limited liability company being merged into this surviving
corporation is Cono
Italiano, LLC, a (list
jurisdiction) New Jersey limited
liability company.
SECOND: The
Agreement of Merger has been approved, adopted, certified, executed and
acknowledged by the surviving corporation and the merging limited liability
company.
THIRD: The name of the surviving corporation
is Janex
International, Inc.
FOURTH: The
merger is to become effective on January 14,
2008.
FIFTH: The Agreement of Merger is on file at
384 North Ocean Avenue, Unit 302, Long Branch, New Jersey 07740, the
place of business of the surviving corporation.
SIXTH: A copy of the Agreement of
Merger will be furnished by the corporation on request, without cost, to any
stockholder of any constituent corporation or member of any constituent limited
liability company.
SEVENTH: The
Certificate of Incorporation of the surviving corporation shall be its
Certificate of Incorporation.
IN WITNESS WHEREOF,
said Corporation has caused this certificate to be signed by an
authorized officer, the 11th
day of January 2008.
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By:
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/s/ Mitch Brown
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Authorized
Officer
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Name:
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Mitch Brown
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Print
or Type
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Title:
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CEO
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