Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NAKED BRAND GROUP INC. | f8k083012.htm |
| EX-99.1 - EXHIBIT 99.1 - NAKED BRAND GROUP INC. | ex99-1.htm |
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Articles of Merger
(Pursuant to NRS Chapter 92A)
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1)
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Name and jurisdiction of organization of each constituent entity (NRS 92A.200):
If there are more than four merging entities, check box and attach an 81/2" x 11'' blank sheet containing the
required information for each additional entity.
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Search By Headlines.com Corp.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Naked Brand Group Inc.
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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and,
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Search By Headlines.com Corp.
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Name of surviving entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Filing Fee: $350.00
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 1
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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ý
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The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
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¨
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The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity):
¨ If there are more than four merging entities, check box and attach an 8 1/2" x 11'' blank sheet
containing the required information for each additional entity from the appropriate section of articles four.
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(a)
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Owner’s approval was not required from
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Search By Headlines.com Corp.
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Name of merging entity, if applicable
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Naked Brand Group Inc.
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Search By Headlines.com Corp.
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 2
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(b)
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The plan was approved by the required consent of the owners of *;
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Name of surviving entity, if applicable
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* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 3
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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(c)
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Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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and, or;
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Name of surviving entity, if applicable
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 4
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:
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Article One of the Articles of Incorporation of Search By Headlines.com Corp. is hereby amended to change the name of Search By Headlines.com Corp. to Naked Brand Group Inc.
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6)
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Location of Plan of Merger (check a or b):
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ý
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(a) The entire plan of merger is attached;
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or,
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¨
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(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
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7)
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Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
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Date: August 29, 2012
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Time:
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* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 5
Revised on: 8-31-11
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
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Important: Read attached instructions before completing form.
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ABOVE SPACE IS FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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(if there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):
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Naked Brand Group Inc.
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Name of merging entity
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/s/ Alex McAulay
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President, Secretary, Treasurer
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August 15, 2012
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of merging entity
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/s/ Alex McAulay
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Secretary and Treasurer
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August 15, 2012
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of surviving entity
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/s/ Alex McAulay
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Secretary and Treasurer
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August 15, 2012
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Signature
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Title
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Date
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* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
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This form must be accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 6
Revised on: 8-31-11
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT dated as of August 15, 2012.
BETWEEN:
NAKED BRAND GROUP INC., a Nevada corporation, having its office at #2 34346 Manufacturers Way, Abbotsford, BC V2S 7M1
(“Naked”)
AND:
SEARCH BY HEADLINES.COM CORP., a Nevada corporation, having its office at #2 34346 Manufacturers Way, Abbotsford, BC V2S 7M1
(“Search”)
WHEREAS:
A. Naked is the wholly-owned subsidiary of Search;
B. The boards of directors of Naked and Search deem it advisable and in the best interests of their respective companies and shareholders that Naked be merged with and into Search, with Search remaining as the surviving corporation under the name “Naked Brand Group Inc.”;
C. The board of directors of Naked has approved the plan of merger embodied in this Agreement; and
D. The board of directors of Search has approved the plan of merger embodied in this Agreement.
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
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1.
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THE MERGER
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1.1
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The Merger
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Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Naked shall be merged with and into Search in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of Naked shall cease, and Search shall be the surviving corporation under the name “Naked Brand Group Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
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1.2
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Effective Date
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The Merger shall become effective on the date and at the time (the “Effective Date”) that:
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(a)
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the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and
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(b)
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after satisfaction of the requirements of the laws of the State of Nevada.
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1.3
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Articles of Incorporation
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On the Effective Date, the Articles of Incorporation of Search, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Search, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Naked Brand Group Inc.”.
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1.4
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Bylaws
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On the Effective Date, the Bylaws of Search, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
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1.5
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Directors and Officers
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The directors and officers of Search immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
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2.
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CONVERSION OF SHARES
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2.1
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Common Stock of Search
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Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Search, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “Survivor Stock”).
Common Stock of Naked
Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Naked, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
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2.2
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Exchange of Certificates
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Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
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3.
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EFFECT OF THE MERGER
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3.1
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Rights, Privileges, etc.
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On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Naked and Search; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Naked and Search on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Naked or Search, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Naked and Search shall be preserved unimpaired, and all liens upon the property of Naked or Search shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
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3.2
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FURTHER ASSURANCES
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From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Naked such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Naked and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Naked or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
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4.
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GENERAL
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4.1
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Abandonment
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Notwithstanding any approval of the Merger or this Agreement by the shareholders of Naked or Search or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Naked and Search.
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4.2
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Amendment
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At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Naked and Search.
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4.3
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Governing Law
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This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
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4.4
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Counterparts
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In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
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4.5
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Electronic Means
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Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
NAKED BRAND GROUP INC.
Per: /s/ Alex McAulay
Authorized Signatory
SEARCH BY HEADLINES.COM CORP.
Per: /s/ Alex McAulay
Authorized Signatory
APPENDIX A
To the Agreement and Plan of Merger between
Naked and Search
Articles of Merger
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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Important: Read attached instructions before completing form.
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||
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ABOVE SPACE IS FOR OFFICE USE ONLY
|
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(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
SUBMIT IN DUPLICATE
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1)
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Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more
than four merging entities, check box ¨ and attach an 81/2” x 11’’ blank sheet containing the
required information for each additional entity.
|
|
Naked Brand Group Inc.
|
|
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Name of merging entity
|
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Search By Headlines.com Corp.
|
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Name of merging entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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Name of merging entity
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Jurisdiction
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Entity type *
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and,
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Search By Headlines.com Corp.
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Name of surviving entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
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This form must be accompanied by appropriate fees. See attached fee schedule.
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Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
|
|
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Important: Read attached instructions before completing form.
|
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ABOVE SPACE IS FOR OFFICE USE ONLY
|
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):
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Attn:
|
|
c/o:
|
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3)
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(Choose one)
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|
ý
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The undersigned declares that a plan of merger has been adopted by each constituent
entity (NRS 92A.200).
|
|
¨
|
The undersigned declares that a plan of merger has been adopted by the parent domestic
entity (NRS 92A.180)
|
|
4)
|
Owner’s approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box ¨ and attach an 8 1/2” x 11’’ blank sheet
containing the required information for each additional entity):
|
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(a)
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Owner’s approval was not required from
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Naked Brand Group Inc.
|
||
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Name of merging entity, if applicable
|
||
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Search By Headlines.com Corp.
|
||
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Name of merging entity, if applicable
|
||
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Name of merging entity, if applicable
|
||
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Name of merging entity, if applicable
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and, or;
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Search By Headlines.com Corp.
|
||
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Name of surviving entity, if applicable
|
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
|
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Important: Read attached instructions before completing form.
|
|
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ABOVE SPACE IS FOR OFFICE USE ONLY
|
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(b)
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The plan was approved by the required consent of the owners of *;
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Name of merging entity, if applicable
|
||
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Name of merging entity, if applicable
|
||
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Name of merging entity, if applicable
|
||
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Name of merging entity, if applicable
|
and, or;
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Name of surviving entity, if applicable
|
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
|
|
|
Important: Read attached instructions before completing form.
|
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
|
(c)
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Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
|
||
|
The plan of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required by the
articles of incorporation of the domestic corporation.
|
|||
|
Name of merging entity, if applicable
|
||
|
Name of merging entity, if applicable
|
||
|
Name of merging entity, if applicable
|
||
|
Name of merging entity, if applicable
|
and, or;
|
Name of surviving entity, if applicable
|
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
|
|
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Important: Read attached instructions before completing form.
|
|
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
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5)
|
Amendments, if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS 92A.200)*:
|
|
Article One of the Articles of Incorporation of Search By Headlines.com Corp. is hereby amended to change the name of Search By Headlines.com Corp. to Naked Brand Group Inc.
|
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6)
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Location of Plan of Merger (check a or b):
|
|
ý
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(a) The entire plan of merger is attached;
|
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or,
|
|
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¨
|
(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
|
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7)
|
Effective date (optional)**:
|
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them ‘‘Restated’’ or ‘‘Amended and Restated,’’ accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
|
This form must be accompanied by appropriate fees. See attached fee schedule.
|
Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
|
|
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
|
||
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
|
|||
|
Important: Read attached instructions before completing form.
|
|||
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
|||
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8)
|
Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
|
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(if there are more than four merging entities, check box ¨ and attach an 81/2” x 11’’ blank sheet containing the required information for each additional entity.):
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Naked Brand Group Inc.
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Name of merging entity
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President, Secretary,
Treasurer
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of merging entity
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Secretary and Treasurer
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Name of merging entity
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Signature
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Title
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Date
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Search By Headlines.com Corp.
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Name of surviving entity
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Secretary and Treasurer
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Signature
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Title
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Date
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* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
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IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. See attached fee schedule.
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Nevada Secretary of State AM Merger 2003
Revised on: 10/24/03
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