Attached files
Exhibit
2.2
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ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684-5708
Website:
secretaryofstate.biz
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Articles
of Exchange
(PURSUANT
TO NRS 92A.200)
Page
1
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Filed
in the office of
/s/ Ross
Miller
Ross
Miller
Secretary
of State
State
of Nevada
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Document
Number
00002536721-96
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Filing
Date and Time
12/24/2009 12:10
PM
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Entity
Number
E0824012006-7
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE
SPACE FOR OFFICE USE
ONLY
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Articles of
Exchange
(Pursuant
to NRS Chapter 92A - excluding 92A.200(4b))
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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 two constituent
entities, check box o
and attach an 8 1/2" x 11 "
blank sheet
listing the entities continued from article
one.
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Covenant
Group Holdings Inc.
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Name
of acquired
entity
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Delaware
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Corporation
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Jurisdiction
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Entity
type*
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| and, |
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Covenant
Group Holdings Inc.
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Name
of acquired
entity
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Delaware
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Corporation
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Jurisdiction
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Entity
type*
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2)
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The undersigned declares
that a plan of exchange
has been adopted by each constituent entity (NRS
92A.200).
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*
Corporation, non-profit corporation, limited partnership, limited-liability
limited partnership, limited-liability company or business trust.
FILING
FEE: $350.00
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ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684-5708
Website:
secretaryofstate.biz
|
|
Articles
of Exchange
(PURSUANT
TO NRS 92A.200)
Page
2
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE FOR OFFICE USE
ONLY
|
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3)
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Owner's approval (NRS 92A.200) (options a b,or c
must be used for each entity) (if there are more
than two constituent entities, check box o
and attach an 8 112".x
11 " blank sheet listing the entities continued from article
three):
(a) Owner's
approval was not required from
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Name
of acquired entity, if applicable
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| And, or; |
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Name
of acquired entity, if applicable
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(b) The plan was approved by the required consent of
the owners of
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Covenant
Group Holdings Inc.
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Name
of acquired entity, if applicable
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And,
or;
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Covenant
Group Holdings Inc.
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Name
of acquired entitiy, if
applicable
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* Unless
otherwise provided in the certificate of trust or governing instrument of a
business trust, an exchange must be approved by all the trustees and beneficial
owners of each business trust that is a constituent entity in the
exchange.
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ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684-5708
Website:
secretaryofstate.biz
|
|
Articles
of Exchange
(PURSUANT
TO NRS 92A.200)
Page
3
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE FOR OFFICE USE
ONLY
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(c) Approval of plan of merger for Nevada
non-profit corporation (NRS 92A.160):
The
plan of exchange has been approved by the directors of the corporation and
by each public officer or other person whose approval of the plan
of exchange is required by the articles of incorporation of the domestic
corporation.
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Name
of acquired entity, if applicable
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| And, or; |
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Name
of acquired entity, if applicable
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4)
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Location
of Plan of Exchange (check a or b):
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o
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(a) The entire plan
of exchange is
attached;
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Or,
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þ
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(b)The entire plan of exchange 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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ROSS
MILLER
Secretary
of State
204
North Carson Street, Suite 1
Carson
City, Nevada 89701-4520
(775)
684-5708
Website:
secretaryofstate.biz
|
|
Articles
of Exchange
(PURSUANT
TO NRS 92A.200)
Page
4
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USE
BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE
SPACE FOR OFFICE USE
ONLY
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5)
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Effective
date (optional)*
:
upon
filing
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6)
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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-liability limited
partnership; A manager of each Nevada limited-liability company with
managers or one member if there are no managers; A trustee of each Nevada
business trust (NRS 92A.230)**
(if
there are more than four merging entitles, check box o
and attach an 8 1/2" x 11" blank sheet containing the required information
for each additional entity.):
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Covenant
Group Holdings Inc.
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Name
of acquired entity
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X
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President
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12/24/2009
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Signature
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Title
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Date
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Covenant
Group Holdings Inc.
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Name
of acquired entity
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X
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President | 12/24/2009 | ||
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Signature
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Title
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Date
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*An
exchange takes effect upon filing the articles of exchange 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).
*"The
articles of exchange 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 with the proper fees
may cause this filing to be rejected.
This form must be
accompanied by appropriate fees.