Exhibit 2
Endorsed-Filed in the Office of the Secretary of State
of the State of California
August 26, 2003
Xxxxx Xxxxxxx, Secretary of State
AGREEMENT OF MERGER
This Agreement of Merger is entered into between Franklin
Telecommunications Corp., a California corporation (the "Surviving
Corporation"), and Accetio, Inc., a California corporation (the "Merging
Corporation").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Each outstanding share of Merging Corporation shall be converted to
34.1743 shares of Surviving Corporation.
3. The outstanding shares of Surviving Corporation shall remain
outstanding and are not affected by the merger.
4. Article I of the Restated Articles of Incorporation of the Surviving
Corporation shall be amended to read in its entirety as follows:
1. The name of the corporation is:
Franklin Wireless Corp.
5. Merging Corporation shall from time to time, as and when requested
by Surviving Corporation, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence
or carry out this merger.
6. The effect of the merger and the effective date of the merger are as
prescribed by law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
August 15, 2003.
Franklin Telecommunications Corp.
By: /s/ Xxxxx X. Xxxxxx
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President
By: /s/ Xxxxx Xxxx
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Secretary
Accetio, Inc.
By: /s/ X.X. Xxx
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President
By: /s/ X.X. Xxx
-----------------------------
Secretary
FRANKLIN TELECOMMUNICATIONS CORP.
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, Xxxxx Xxxxxx and Xxxxx Xxxx, do hereby certify that:
1. They are the President and Secretary, respectively, of Franklin
Telecommunications Corp., a California corporation ("the Company").
2. The principal terms of the Agreement of Merger in the form attached
to this Certificate providing for the merger of Accetio, Inc., a California
corporation, with and into the Company, were duly approved by the Board of
Directors of the Company.
3. The authorized capital stock of the Company consists of 900,000,000
shares of Common Stock and 10,000,000 shares of Preferred Stock. There are
155,911,030 shares of Common Stock issued and outstanding and no shares of
Preferred Stock issued or outstanding. The votes of holders of more than fifty
percent (50%) of the outstanding shares of Common Stock of the Company were
required to approve the Agreement of Merger.
4. The Agreement of Merger was approved by the consent of the holders
of more than fifty percent (50%) of the outstanding shares of Common Stock of
the Company, which vote exceeded the vote required.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as
of August 15, 2003.
/s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
/s/Xxxxx Xxxx
-----------------------------
Xxxxx Xxxx, Secretary
ACCETIO, INC.
OFFICERS' CERTIFICATE OF APPROVAL OF MERGER
The undersigned, X.X. Xxx, does hereby certify that:
1. He is the President and Secretary of Accetio, Inc., a California
corporation ("Accetio").
2. The Agreement of Merger in the form attached to this Certificate
providing for the merger of Accetio with and into Franklin Telecommunications
Corp., a California corporation, was duly approved by the Board of Directors of
Accetio.
3. The authorized capital stock of Accetio consists of 40,000,000
shares of Common Stock and 20,000,000 shares of Preferred Stock. There are
18,248,931 shares of Common Stock outstanding, and no shares of Preferred Stock
outstanding. A vote of more than fifty percent (50%) of the outstanding shares
of Common Stock of Accetio was required to approve the Agreement of Merger.
4. The Agreement of Merger was approved by the consent of the holders
of more than fifty percent (50%) of the outstanding shares of Common Stock of
Accetio, which vote exceeded the vote required.
The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as
of August 15, 2003.
/s/ X.X. Xxx
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X.X. Xxx, President
/s/ X.X. Xxx
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X.X. Xxx, Secretary
