Exhibit 2.1.1
AGREEMENT OF MERGER
This Agreement of Merger is adopted by American Surface Technologies
International, Inc., a business corporation organized under the laws of the
State of Florida, by resolution of its Board of Directors on December 5, 2007,
and is adopted by American Surface Technologies International, Inc., business
corporation organized under the laws of the State of Delaware, by resolution of
its Board of Directors on December 5, 2007. The names of the corporations
planning to merge are American Surface Technologies International, Inc., a
business corporation organized under the laws of the State of Florida and
American Surface Technologies International, Inc., a business corporation
organized under the laws of the State of Delaware. The name of the surviving
corporation is American Surface Technologies International, Inc., a Delaware
corporation.
1. American Surface Technologies International, Inc., a Florida
corporation, and American Surface Technologies International, Inc., a Delaware
corporation, shall pursuant to the provisions of the Florida Corporations Act
and pursuant to the provisions of the Delaware General Corporation Law, be
merged into a single corporation, to wit, American Surface Technologies
International, Inc., a Delaware corporation, which shall be the surviving
corporation at the effective time of the filing of this Agreement of Merger or a
Certificate of Merger with the State of Delaware. American Surface Technologies
International, Inc., a Delaware corporation may sometimes be referred to as the
"Surviving Corporation" and shall continue to exist in accordance with the
provisions of the laws of the jurisdiction of its organization. The separate
existence of American Surface Technologies International, Inc., a Florida
corporation, which is hereinafter referred to as the "Non-Surviving Corporation"
shall cease at the effective time and date of the merger in accordance with the
provisions of the Florida Corporate Statutes.
2. The present Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of said Surviving Corporation and said
Articles of Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws
of said Surviving Corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The directors and officers of the Surviving Corporation, which are
the same as the directors and officers of the Non-Surviving Corporation, at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each issued share of the Non-Surviving Corporation immediately
before the effective time and date of the merger shall be converted into one
share of the same class of stock of the Surviving Corporation. The issued shares
of the Surviving Corporation shall not be converted or exchanged in any manner,
but each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving Corporation.
6. The Agreement of Merger herein made and approved shall be submitted
to the shareholders of the Surviving and Non-Surviving Corporation for approval
as required by the laws of the State of Florida and the laws of the State of
Delaware.
7. In the event that the Agreement of Merger shall have been approved
by the shareholders entitled to vote of the Non-Surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of Florida and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving Corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Florida and the
laws of the State of Delaware and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving
Corporation and the Board of Directors and the proper officers of the Surviving
Corporation respectively, are hereby authorized, empowered, and directed to do
any and all acts and things and to make, execute, deliver, file and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Agreement of Merger or of the merger herein provided for.
Executed December 5, 2007 AMERICAN SURFACE TECHNOLOGIES
INTERNATIONAL, INC.
a Delaware corporation
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx, President
AMERICAN SURFACE TECHNOLOGIES
INTERNATIONAL, INC.
a Florida corporation
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx, President
