STATE OF DELAWARE
DELAWARE INTO DELAWARE
AGREEMENT OF MERGER
Now on this 10th day of July, 2008 A.D., the Hankersen International
Corp. and the Asia Cork Inc., both Delaware Corporations, pursuant to Section
251 of the General Corporation Law of the State of Delaware, have entered into
the following Agreement of Merger;
WITNESSETH that:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified; and
WHEREAS, said Hankersen International, Corp.
filed its Certificate of Incorporation in the office of the Secretary of State
of the State of Delaware on August 1, 1996; and
WHEREAS, said Asia Cork, Inc. filed its Certificate of Incorporation in
the office of the Secretary of State of the State of Delaware on July
2, 2008
NOW, THEREFORE, the corporations, parties to this Agreement, by and
between their respective Boards of Directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained, do hereby prescribe
the terms and conditions of said merger and of carrying the same into effect as
follows:
FIRST: The Hankersen International, Corp. hereby merges into itself
Asia Cork Inc. and said Asia Cork Inc. shall be and hereby is merged into
Hankersen International, Corp., which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of Hankersen International
Corp., as in effect on the date of the merger provided for in this Agreement,
shall continue in - full force and effect as the Certificate of Incorporation of
the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of each of the
constituent corporations shall be as follows: Each share of Asia Cork Inc. shall
be exchanged for one share of Hankersen International Corporation.
FOURTH: This merger shall become effective upon filing with the
Secretary of State of Delaware.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
authority duly given by their respective Boards of Directors, have caused this
Agreement of Merger to be executed by an authorized officer of each party
hereto.
HANKERSEN INTERNATIONAL CORP.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Chief Executive Officer
ASIA CORK INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
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Director
